UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2007
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PROFILE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-29196 91-1418002
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
2 Park Avenue, Suite 201
Manhasset, NY 11030
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(Address of principal executive offices) (Zip Code)
516-365-1909
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(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 1- Registrant's Business and Operations
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On August 20, 2007, the board of directors (the "Board") of Profile
Technologies, Inc. (the "Company") elected Robert C. Geib as the Company's Chief
Operating Officer, effective September 4, 2007.
Mr. Geib has most recently been the Director of Operations Services for
the Northeast Gas Association in New York, NY. His duties have included
oversight of programs and projects relating to pipeline integrity and security,
and he has served as liaison between the association's member companies and
federal and state regulators. Prior to this, from 1999 to 2005 Mr. Geib worked
at Southwest Gas Corporation in Las Vegas, NV as a supervisor and a distribution
engineer. While there, his duties included the development of the corporate
pipeline integrity program and supervising the implementation of new
technologies for pipeline inspection and pipeline risk algorithms. Mr. Geib
holds a B.S. in electronics engineering.
Mr. Geib's annual base salary was set by the Board at $115,000. In
addition, the Board agreed to grant Mr. Geib on September 4, 2007 an option to
purchase 50,000 shares of the Company's common stock, par value $0.001 (the
"Common Stock"), under the Company's 1999 Stock Plan, and on March 4, 2008 to
grant him an additional option to purchase 50,000 shares of Common Stock. The
exercise price of each grant shall be equal to the closing price of the Common
Stock on the date of grant, or, if the Company's stock is not traded on the date
of grant, the first day of active trading following each respective grant date.
Each of the two option grants will vest 25% on the first anniversary of the
grant dates, with the remainder vesting at 25% on each of the three subsequent
anniversaries of the grant dates until the options are fully vested.
The Company announced the election of Mr. Geib as an officer in a press
release on September 6, 2007, a copy of which is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Press release of Profile Technologies, Inc. dated
September 6, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Profile Technologies, Inc.
By: /s/ Henry E. Gemino
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Name: Henry E. Gemino
Title: Chief Executive Officer &
Chief Financial Officer
September 7, 2007
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Exhibit No. Exhibit
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99.1 Press release of Profile Technologies, Inc. dated
September 6, 2007.
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