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 (Date of earliest event reported): June 15, 2006
GELSTAT CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-21394 90-0075732
(State of other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
1650 West 82nd Street, Suite 1200, Bloomington, MN 55431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 881-4105
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:
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement;
Item 1.02 Termination of a Material Definitive Agreement;
Item 3.02 Unregistered Sales of Equity Securities; and
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On June 15, 2006, Richard Ringold, a member of the board of directors of
GelStat and formerly President of the Company, was appointed Chief Executive
Officer and interim Chief Financial Officer of the Company, positions previously
held by Stephen Roberts. On June 15, 2006, Dr. Roberts resigned from his
positions with the Company and as a member of its board of directors. In
conjunction with Dr. Roberts' departure, the Company entered into a separation
agreement and mutual release with Roberts that includes provisions for his
immediate return of 660,000 previously issued options, the issuance to Roberts
of a stock purchase warrant for 500,000 common shares at $0.09 per share,
installment cash payments to Roberts totaling $55,000 due in full not later than
January 15, 2007, and the maintenance of directors and officers and health
insurance for 24 months.
Also on June 15, 2006, Michael Chavanu was appointed to the Company's
board of directors. Mr. Chavanu is a successful entrepreneur who has built
several businesses from the ground up, and has been a long term shareholder of
GelStat. The Company will continue to seek additional independent director
candidates to serve on the Company's board of directors as previously announced.
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.
Dated: June 19, 2006 GELSTAT CORPORATION
By /s/ Richard Ringold
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Richard Ringold
Chief Executive Officer
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