11.10.2005 19:27:00
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Star Scientific Announces Election of Marc Oken, David Vorhoff to Board of Directors
Mr. Oken, who is retiring as Chief Financial Officer of Bank ofAmerica Corporation, has been with the bank since 1989. In thatposition, Mr. Oken was responsible for finance; supply chainmanagement; corporate treasury and investments; and investorrelations. He led the corporation's post-merger integrations of FleetBoston Financial Corporation and credit card provider MBNACorporation. Prior to his appointment as Chief Financial Officer, Mr.Oken was Principal Financial Executive, a position he had held since1989. He was a Fellow with the Securities and Exchange Commission from1981 to 1983, serving as principal advisor to the SEC's chiefaccountant on matters relating to financial service industryaccounting and disclosure. Mr. Oken was a partner with PriceWaterhouse Coopers, and was associated with that firm, from 1974 to1981 and 1983 to 1989. Mr Oken received an undergraduate degree inbusiness administration from Loyola College in Baltimore, Maryland,and a master's degree in business administration from the Universityof West Florida.
Mr. Vorhoff is President and a co-founding partner of McCollPartners in Charlotte, North Carolina. McColl Partners, whichcompleted over $1 billion in transactions in 2004, provides investmentbanking services to middle-market companies and financialinstitutions, and advises clients in three primary areas: mergers andacquisitions; raising private capital; and strategic advisory andvaluation assignments. McColl Partners was founded in 2001 by Mr.Vorhoff and Hugh L. McColl, Jr., the former Chairman and ChiefExecutive Officer of Bank of America. Prior to 2001, Mr. Vorhoff was aManaging Director of Bank of America Securities Health Care Group andNationsBank Montgomery Securities Health Care Group in New York; andNationsBank Capital Markets Mergers and Acquisitions Group inCharlotte, NC. Mr. Vorhoff is a Phi Beta Kappa graduate of theUniversity of North Carolina at Chapel Hill, and he obtained amaster's degree in business administration from the Kenan-FlaglerBusiness School at the University of North Carolina.
Paul L. Perito, Star's Chairman, President and Chief OperatingOfficer, stated that the company welcomes the enormous combination ofexpertise and experience that Mr. Oken and Mr. Vorhoff bring to theStar board of directors. Mr. Perito added that the company is honoredby the new directors' commitment to Star's corporate governanceresponsibility, which has been expanded significantly in the wake ofthe Sarbanes-Oxley legislation.
In connection with recent changes in the company's boardcomposition, Star was notified by Nasdaq regarding its recent rulethat public company boards be comprised of a majority of independentdirectors. (The exchange adopted this requirement in November 2003,and it became effective after companies' first annual meetings afterJanuary 15, 2004.) The company has advised NASDAQ of the election ofthe new directors, and has requested a waiver of the NASDAQ Rule 4350(c)(1) through January 1, 2006. In 2002 and 2003 McColl Partnersadvised the Company with respect to a proposed transaction that theCompany did not consummate. Because of that service to the Company,Mr. Vorhoff will not be considered "independent" for purposes ofNASDAQ Marketplace Rule 4200(a)(15) until January 1, 2006. At thattime, Mr. Vorhoff will be considered "independent" and the board againwill be consist of a majority of independent directors.
This press release contains certain forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of1995. The Company has tried, whenever possible, to identify theseforward-looking statements using words such as "anticipates","believes", "estimates", "expects", "plans", "intends" and similarexpressions. These statements reflect the Company's current beliefsand are based upon information currently available to it. Accordingly,such forward-looking statements involve known and unknown risks,uncertainties and other factors which could cause the Company's actualresults, performance or achievements to differ materially from thoseexpressed in, or implied by, such statements. These risks,uncertainties and contingencies include, without limitation, thechallenges inherent in new product development initiatives,particularly in the smokeless tobacco area, the uncertainties inherentin the progress of scientific research, the Company's ability to raisethe capital necessary to maintain its business, potential disputesconcerning the Company's intellectual property, risks associated withlitigation regarding such intellectual property, potential delays inobtaining any necessary government approvals of the Company's low-TSNAtobacco products, market acceptance of the Company's new smokelesstobacco products, competition from companies with greater resourcesthan the Company, the Company's decision not to join the MasterSettlement Agreement ("MSA"), the effect of state statutes adoptedunder the MSA and any subsequent modification of the MSA, and theCompany's dependence on key employees and on its strategicrelationships with Brown & Williamson Tobacco Corporation in light ofits combination with RJ Reynolds Tobacco Company, Inc. The impact ofpotential litigation, if initiated against or by individual statesthat have adopted the MSA, could be materially adverse to the Company.
See additional discussion under "Factors That May Affect FutureResults" in the Company's Registration Statement on Form S-3, as filedwith the Securities and Exchange Commission on April 28, 2005, andother factors detailed from time to time in the Company's otherfilings with the Securities and Exchange Commission, available atwww.sec.gov. The Company undertakes no obligation to update or adviseupon any such forward-looking statements to reflect events orcircumstances after the date of this press release or to reflect theoccurrence of unanticipated events.
About Star Scientific
Star Scientific is a technology-oriented tobacco company with atoxin reduction mission. It is engaged in the development of tobaccoproducts that deliver fewer carcinogenic toxins (principally tobaccospecific nitrosamines, or TSNAs), through the utilization of theinnovative StarCured(TM) tobacco curing technology, and insublicensing that technology to others. Star Scientific has aCorporate and Sales Office in Chester, VA, an Executive, Scientific &Regulatory Affairs office in Bethesda, MD, and manufacturing andtobacco processing facilities in Chase City and in Petersburg, VA.
See Star's website at: http://www.starscientific.com
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