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): September 17, 2007
Commission
File Number: 0-29195
ONSCREEN
TECHNOLOGIES, INC.
(Name
of
Small Business Issuer in Its Charter)
_______________________
Colorado
|
84-1463284
|
(State
or jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
600
NW 14th Avenue, Suite 100, Portland, Oregon
|
97209
|
(Address
of Principal Executive Offices)
|
(Zip
code)
|
(503)
417-1700
(Registrant’s
telephone number)
__________________________
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 (see General Instruction A.2. below):
[
] 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 240.1
4d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective
September
13, 2007, William J. Clough, Esq. was appointed by the Company Board of
Directors to serve as Company President/Chief Executive Officer. The office
of
Chief Executive Officer and Company President is vacant because of resignation
of the Interim President/CEO, Russell L. Wall. Mr. Clough will no longer hold
the title of Executive Vice President of Corporate Development. In accord with
the Company Bylaws (Section 4.2), this officer shall hold office until his
successor shall have been elected and qualified.
Mr.
Clough was appointed to the Board of Directors and appointed Executive Vice
President of Corporate Development in March 2006. He was re-elected to a two
year term at the 2006 Annual Meeting of Shareholders. Mr. Clough will continue
to serve as General Counsel and as a Director
William
J. Clough was a police officer for 16 years, working at the local, state, and
federal levels. In 1987 while working as a Federal Air Marshall in Southern
Europe and the Middle East, Mr. Clough decided to attend law school. He received
his Juris Doctorate, cum
laude,
from
the University of California, Hastings College of the Law in 1990. He operated
his own law firm with offices in Los Angeles, San Francisco and Honolulu for
12
years. Mr. Clough obtained the largest ever non-wrongful death jury verdict
in
Los Angeles County Superior Court in 2000 and successfully represented parties
in multi-million dollar cases throughout the United States. He is certified
to
practice law in state and federal courts in California, Illinois, Hawaii, and
before the United States Supreme Court. Mr. Clough has represented large
manufacturing and entertainment entities, including work with MGM Studios,
20th
Century Fox, News Corp., Lions Gate Films, Artisan Pictures, Sony and Mediacopy.
Mr.
Clough’s equity ownership includes 1,410,604 common shares and he has the right
to purchase 3,640,485 common shares pursuant to a warrant.
Effective
September 13, 2007Clifford Melby was appointed by the Company Board of Directors
to serve as Chief Operations Officer. The office of Chief Operations Officer
has
been vacant since June 4, 2007.
Clifford
Melby has in excess of 25 years of manufacturing management experience and
more
than 15 years of experience in investing, positioning and structuring companies
for growth. His experience includes managing product outsourcing and new
business development at Metal Form Inc., an aerospace manufacturing company
specializing in computer numerical control (CNC) machining for jet aircraft
manufacturers for customers such as Boeing, Bombardier, Air Bus and the U.S.
Military. Mr. Melby was the CEO and President of Innovative Elegance, a
manufacturer of CNC machined water jet and laser cut commercial products for
casinos, retail outlets and commercial facilities.
Clifford
Melby was instrumental in financing the May 2001 purchase and successful
turnaround of Smith & Wesson by startup Saf-T-Hammer Company (now Smith and
Wesson Holding Corporation NASDAQ: SWHC) from Tompkins PLC through financing
the
purchase of the ailing Smith & Wesson business from London-based Tomkin PLC.
Mr.
Melby’s beneficial equity ownership includes 2,951,922 shares of common
stock.
The
Company granted the title of Technical Fellow to Michael Schuette and John
Popovich. The Company noted that the following former officers/employees are
no
longer associated with the Company: William Stiling, Cheri Fogel, Robert Gowans,
Jeff Stiling and Tony Williams.
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 thereunto
duly authorized.
Signed
and submitted this 17th
day of
September 2007.
OnScreen
Technologies, Inc. (Registrant)
By:
__/s/
William J. Clough__________________
William
J. Clough, Esq. as CEO/President