PURADYN FILTER TECHNOLOGIES INCORPORATED (OTCMKTS:PFTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PURADYN FILTER TECHNOLOGIES INCORPORATED (OTCMKTS:PFTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2018 Mr. Edward S. Vittoria was appointed Chief Executive Officer of Puradyn Filter Technologies Incorporated and as a member of its Board of Directors. Immediately prior to such appointment, Mr. Joseph V. Vittoria resigned from his position as Chief Executive Officer, and has been appointed Executive Chairman of the Board of Directors.

Mr. Edward S. Vittoria, 46, brings 25 years of corporate marketing, business development and strategic leadership to Puradyn Filter Technologies Incorporated. His experience began with over a dozen years at American Express where he managed marketing relationships with Hilton, American Airlines and other travel leaders and then went on to develop and launch the OPEN Savings program for small business card members. In 2006, Mr. Vittoria joined Starwood Hotels & Resorts to lead their Luxury Collection brand, the third largest luxury hotel brand in the world. Seeking a more entrepreneurial opportunity, in 2008 he joined Steve Case’s payments start-up, Revolution Money, where he led customer acquisition and branding. After Revolution Money was purchased by American Express in January 2010, Mr. Vittoria led New Business Development for Time Inc.’s Synapse division until 2012 when he joined Simon Property Group, the leading shopping center owner and operator, where he developed and launched a first of its kind loyalty program for mall shoppers until leaving that company in February 2017. Since December 2017 Mr. Vittoria has been providing advisory services to our company. Mr. Vittoria holds a B.A. in Economics from Yale University. He is the son of Mr. Joseph V. Vittoria.

On May 18, 2018 we entered into a letter agreement with Mr. Edward S. Vittoria to he agreed to be employed by us for an initial term ending May 31, 2019, which such term may be extended by mutual agreement upon terms and conditions to be mutually agreed upon to prior to the expiration of such initial term. Under the terms of the letter agreement we agreed to pay him: (i) an annual base salary of $200,000, payable in accordance with our normal payroll practices; (ii) an annual cash bonus to be awarded by our Board of Directors in January in a minimum amount of $50,000; and (iii) granted him options to purchase 6,500,000 shares of our common stock, vesting one-third in arrears, at an exercise price equal to fair market value on the date of grant to the terms and conditions of our 2018 Equity Compensation Plan. He is also entitled to: (i) participate in all of our benefit programs currently existing or hereafter made available to executive and/or salaried; (ii) an amount of annual paid vacation consistent with his position and length of service to us; and (iii) reimbursement for all reasonable, out of-pocket expenses incurred by him.

The foregoing description of the terms and conditions of the letter agreement dated May 18, 2018 by and between our company and Mr. Edward S. Vittoria is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.1 to this report.

Item 7.01

Regulation FD Disclosure.

On May 21, 2018, Puradyn Filter Technologies Incorporated issued a press release announcing Mr. Vittoria’s appointments. A copy of this press release is furnished as Exhibit 99.1 to this report.

to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Puradyn Filter Technologies Incorporated under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits.


Filed herewith.

Management compensation agreement.

To view the full exhibit click here


Puradyn Filter Technologies Incorporated designs, manufactures, markets and distributes the Puradyn bypass oil filtration system (the Puradyn system) for use with various internal combustion engines and hydraulic equipment that use lubricating oil. Working in conjunction with the equipment’s full-flow oil filter, the Puradyn system cleans oil by providing a second circuit of oil filtration and treatment to continually remove solid, liquid and gaseous contaminants from the oil through a filtration and evaporation or absorption process. The Puradyn system consists of a base filtration unit or housing that is connected via hoses to the engine or hydraulic system, along with filter elements that reside inside the filtration unit and are replaced periodically. The Company also manufactures disposable replacement filter elements (Element) for the Puradyn system. The Puradyn system is offered in approximately three families of models, Millennium Technology System (MTS), TF and PFT.

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