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CNS Response, Inc. – ‘8-K’ for 10/1/07

On:  Friday, 10/5/07, at 12:47pm ET   ·   For:  10/1/07   ·   Accession #:  1170918-7-782   ·   File #:  0-26285

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     14K 
 2: EX-10       Material Contract -- ex10-1                            4     19K 

8-K   —   Current Report
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 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): October 1, 2007

CNS RESPONSE, INC.
(Exact name of registrant as specified in its charter)

     DELAWARE                       0-26285                   87-0419387
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer  
     of incorporation)                                       Identification No.)

2755 BRISTOL STREET, SUITE 285
COSTA MESA, CALIFORNIA 92626
 (Address of Principal Executive Offices/Zip Code)

(714) 545-3288
(Registrant's telephone number, including area code)

         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 240.14d-2(b))

         |_|      Pre-commencement  communications  pursuant  to Rule  13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c)) 

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ITEM 5.02         DEPARTURE  OF  DIRECTORS  OR  CERTAIN  OFFICERS;  ELECTION  OF
                  DIRECTORS;   APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.           

         On October  1,  2007,  we entered  into an  Employment  Agreement  (the
"Employment  Agreement") with George  Carpenter  pursuant to which Mr. Carpenter
will serve as our  President  commencing  immediately.  During the period of his
employment,  Mr.  Carpenter  will receive a base salary of no less than $180,000
per annum,  which is subject to upward adjustment at the discretion of the Chief
Executive  Officer or the Board of Directors of our  Company.  In addition,  Mr.
Carpenter will receive an option to purchase  968,875 shares of our common stock
at an exercise  price of $0.89 per share  pursuant to the  Company's  2006 Stock
Incentive  Plan,  which will vest as  follows:  121,109  shares will vest on the
grant  date  and  the  remaining  847,766  shares  will  vest in  equal  monthly
installments  of  approximately  20,185 shares over forty-two  months  beginning
seven months  after the  commencement  of Mr.  Carpenter's  employment  with us,
subject  to Mr.  Carpenter's  continued  employment  with us.  In the event of a
change of control  transaction,  Mr. Carpenter's  options are subject to partial
acceleration.  Mr.  Carpenter will be entitled to four weeks vacation per annum,
health and dental insurance  coverage for himself and his dependents,  and other
fringe benefits that we may offer our employees from time to time.              

         Mr. Carpenter's  employment is on an "at-will" basis, and Mr. Carpenter
may terminate his employment with us for any reason or for no reason. Similarly,
we may  terminate  Mr.  Carpenter's  employment  with or  without  cause.  If we
terminate  Mr.   Carpenter's   employment   without   cause  or  Mr.   Carpenter
involuntarily terminates his employment with us, Mr. Carpenter shall be eligible
to receive as severance his salary and benefits for a period equal to six months
payable in one lump sum upon  termination.  If Mr. Carpenter is terminated by us
for cause, or if Mr. Carpenter  voluntarily  terminates his employment,  he will
not be entitled to any severance.                                               

         Prior to joining us, Mr.  Carpenter was the President & CEO of WorkWell
Systems,  Inc., a national  physical  medicine  firm that  manages  occupational
health  programs  for Fortune 500  employers.  Prior to his position at WorkWell
Systems,  Mr. Carpenter  founded and served as Chairman and CEO of Core, Inc., a
company focused on integrated  disability  management and work-force  analytics.
Core was acquired in 2001 by Assurant, Inc. From 1984 to 1990, Mr. Carpenter was
a Vice President of Operations with Baxter  Healthcare,  served as a Director of
Business  Development  and as a strategic  partner for Baxter's  alternate  site
businesses.  Mr. Carpenter began his career at Inland Steel where he served as a
Senior Systems Consultant in manufacturing  process control. Mr. Carpenter holds
an MBA in Finance from the  University of Chicago and a BA with  Distinction  in
International Policy & Law from Dartmouth College.                              

         Mr. Carpenter does not have any family  relationship with any director,
executive  officer or person  nominated  or chosen by our Board of  Directors to
become a director or executive  officer.  Additionally,  other than as described
above, Mr. Carpenter did not have any material interest,  direct or indirect, in
any  transaction  to which we were a party  since  October 1, 2005,  or which is
presently proposed.                                                             

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         The  description  of Mr.  Carpenter's  employment  agreement  contained
herein does not  purport to be  complete  and is  qualified  in its  entirety by
reference to the Agreement,  a copy of which is attached  hereto as Exhibit 10.1
and is incorporated herein by reference.                                        

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS                             

(d)      Exhibits.                                            

The following exhibit is filed herewith:    

EXHIBIT                                     
NUMBER   DESCRIPTION                        
-------  -----------                        

                  10.1     Employment  Agreement  by and between  CNS  Response,
                      Inc. and George Carpenter dated October 1, 2007.

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 SIGNATURE

         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 hereunto duly authorized.                                           

                                    CNS Response, Inc.

Date:    October 3, 2007                    By:   /s/ Horace Hertz              
                                                 -------------------------------
                                        Horace Hertz
                                                   Chief Financial Officer

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 EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION OF EXHIBIT                      
--------------    --------------------------------------------------------------

     10.1         Employment  Agreement  by and between CNS  Response,  Inc. and
George Carpenter dated October 1, 2007.     

5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/5/07
		10/3/07		4					3,  4
For Period End:		10/1/07		1		5			3,  4
		10/1/05		2
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