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United States Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of Report: February 24, 2005
(Date of earliest event reported)
Spherix Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
12051 Indian Creek Court, Beltsville, Maryland 20705
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (301) 419-3900
Not Applicable
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(Former name or former address, if changed since last report)
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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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 17, 2005, Richard C. Levin was elected Chief Executive
Officer (CEO) and President of the Registrant. During the past 5 years, Mr.
Levin, a 13-year veteran with Spherix, has successively held the following
positions of increased responsibility: Vice President, Planning; Vice President,
Business Strategies; Vice President, Finance and Administration; Vice President,
Administration, and Chief Financial Officer (CFO); Interim President of
InfoSpherix; Executive Vice President, CFO, and Treasurer; and Acting President
and CEO. In addition to his newly elected position as CEO and President, Mr.
Levin remains CFO and Treasurer. Mr. Levin is 52 years old and is the nephew of
Dr. Gilbert Levin, Director and Executive Officer for Science, and Mrs. M. Karen
Levin, Director and Vice President of Corporate Communications.
On February 17, 2005, the Board of Directors of the Registrant voted to
eliminate the position of Vice President of R&D, BioSpherix Division, held by
Dr. Joseph Riemer, who will depart Spherix on February 28 to become a
consultant.
A copy of the press release issued by the Registrant on February 22,
2005, announcing these events is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release issued by Spherix Incorporated dated February 22, 2005.
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.
Spherix Incorporated
By: /s/ Richard C. Levin
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Name: Richard C. Levin
Title: CEO and President; and CFO
Date: February 24, 2005