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VSCP > SEC Filings for VSCP > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for VIRTUALSCOPICS, INC.

Form 8-K for VIRTUALSCOPICS, INC.


27-Mar-2014

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. o


Item 1.01 Entry into a Material Definitive Agreement

On March 23, 2014, VirtualScopics, Inc. (the "Company") entered into a Services Agreement Extension Agreement with Converse & Company (the "Extension Agreement"). As previously disclosed by the Company in a Quarterly Report on Form 10-Q, filed on November 14, 2013, the Company and Converse & Company entered into a Services Agreement, dated October 25, 2013 (the "Services Agreement"), pursuant to which Eric T. Converse, a principal and shareholder of Converse & Company, would serve as interim President and Chief Executive Officer of the Company. The Extension Agreement extends the term of the Services Agreement, which would otherwise have expired on April 18, 2014, for an additional three months. Under the Extension Agreement, the term of the Services Agreement shall therefore expire on July 18, 2014, unless further extended pursuant to the terms and conditions of the Services Agreement. The foregoing summary of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

On March 21, 2014, the Company's Board of Directors approved amendments to the Company's Amended and Restated By-Laws (the "By-Laws"), which amendments became effective immediately upon their approval by the Board of Directors. Section 3.1 of the By-Laws was amended to set the number of directors on the Board of Directors at up to 9 members, with the number of members to be determined from time to time by resolution of the Board of Directors. Section 3.5 of the By-Laws was amended to provide that any newly-created directorships resulting from an amendment of the By-Laws that increases the number of directors on the Board of Directors shall be filled by the affirmative vote of a majority of directors, or by the affirmative vote of a majority in interest of stockholders at the annual meeting or at a special meeting called for that purpose.

The foregoing summary of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Article III, Sections 3.1 and 3.5 of the By-Laws, which are attached to this report as Exhibit 3.1 and incorporated herein by reference.



Item 9.01 - Financial Statement and Exhibits

(d) Exhibits

3.1 Excerpts from VirtualScopics, Inc. Amended and Restated By-Laws - Text of Previous Article III, Sections 3.1 and 3.5, and Text of Amended Article III, Sections 3.1 and 3.5

10.1 Services Agreement Extension Agreement, dated March 23, 2014, between VirtualScopics, Inc. and Converse & Company

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