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SCIO > SEC Filings for SCIO > Form 8-K on 20-May-2013All Recent SEC Filings

Show all filings for SCIO DIAMOND TECHNOLOGY CORP | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) On May 14, 2013, Bernard McPheely submitted a letter addressed to Scio Diamond Technology Corporation (the "Company"), in which he informed the Company of his resignation as a member of the Board of Directors of the Company (the "Board"), effective immediately. A copy of Mr. McPheely's resignation letter is attached hereto as Exhibit 99.1.

Mr. McPheely submitted a second letter to the Board on May 14, 2013, which detailed his reasons for resigning. A copy of the second letter is attached herto as Exhibit 99.2. Attached as Exhibit 99.3 is an email from Mr. McPheely in which he clarified that the intent of his resignation was to be effective May 14, 2013, despite being dated May 13, 2013.

The Company believes Mr. McPheely's primary disagreements with the Company relate to the Board's response to recent correspondence from the Company's former counsel sent after such counsel was terminated by the Company as securities counsel for cause late in 2012. The Company believes that Mr. McPheely's resignation was motivated in part by his involvement in some of the underlying events that caused the Company to terminate its former counsel. The Company disagrees with the characterizations and positions taken by Mr. McPheely in his second letter, including certain statements that the Company believes to be factually inaccurate. In this regard, the Company urges investors and potential investors to review all of its public filings for the disclosures contained therein. The Company notes that many of the assertions referenced by Mr. McPheely were the subject of a lawsuit against the Company and other defendants, which was dismissed on September 14, 2012. Additionally, contrary to Mr. McPheely's statements, the Board did consider the appointment of a special committee relating to the recent correspondence from the Company's former law firm, and the Company has conferred with outside counsel to address such correspondence.

Pursuant to the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. McPheely with a copy of this Form 8-K concurrent with the filing with the Securities and Exchange Commission today.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Bernard McPheely resignation letter, dated May 13, 2013.

99.2 Bernard McPheely letter detailing his reasons for resigning, dated May 13, 2013.

99.3 Bernard McPheely email, dated May 17, 2013.

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