Experienced Legal and Business Professional Seeking New Opportunity

GEORGE A. PISARUK
1218 E. Sheena Drive  Phoenix, AZ 85022  (602) 843-4830  gpisaruk@hotmail.com

Experienced legal and business professional with background in corporate and government positions.
Demonstrated strengths working as part of a management team and managing legal and business groups. Broad
based experience includes working with Boards of Directors, executive management teams, and venture
capitalists, and managing mergers and acquisitions, commercial transactions, compliance and governance issues,
corporate finance, development, mining and exploitation of intellectual property, contract negotiations and
drafting, international law, employment matters, and litigation management.

Dependable, motivated, and responsive in both an independent and collaborative work environment.
Dynamic track record of impacting the overall success of an organization by increasing revenues and profits
through strategic decision making and streamlining operations.

CAREER HIGHLIGHTS

 Established and implemented legal and contracts departments for public and private companies.
 Worked collaboratively with various functional groups including engineering, sales, purchasing, operations,
manufacturing, human resources, program management, and finance.
 Working knowledge of counter-trade, offset, customs and duty classifications, Federal Acquisition
Regulations (FAR), and international logistics.
 Extensive experience in mergers and acquisitions and joint ventures.
 Extensive experience in the Asian market (specifically China) including mergers and acquisitions, joint
ventures, and entity formation.
 International experience involving strategic acquisitions and dealings with foreign governments in Europe,
the Middle East, and Asia.
 Designed, developed, and managed intellectual property portfolio systems for various companies.
 Responsible for closing and raising more than $160 million through equity offerings for a NYSE company.
 Responsible for closing and raising more than $200 million through equity offerings for private companies
 Key contributor to strategic business planning with executive team and Board of Directors.
 Drafted, negotiated, and managed multi-million dollar contracts with multi-national corporations in the
commercial and defense market segments saving several companies in excess of $60 million.

PROFESSIONAL EXPERIENCE

ISAGENIX INTERNATIONAL L.L.C. , Chandler, Arizona February 2010 – July 2011
Associate General Counsel
 Responsible for formation and ongoing management of foreign investment enterprises and equity
joint ventures in Asia Pacific, Canada, and Mexico
 Manage the Company’s risk management and insurance coverage
 Manage and advise the human resources department and the executive management team on
worldwide employment and labor issues
 Responsible for the development, implementation, and continuing management of the Company’s
intellectual property program
 Counsel Company on legal compliance and governance issues
 Saved the Company in excess of $1.4 million through risk management and cost avoidance
strategies.

GEORGE A. PISARUK

GENERAL DYNAMICS - C4 SYSTEMS, Scottsdale, Arizona
INSIGHT INC., Phoenix, Arizona July 2009 – March 2010
Consultant
 Responsible for filing and managing various export licenses and applications including DSP-5's,
DSP-61's, DSP-73’s and applications for duty-drawback
 Provided legal and contracts support on the Army JTRS Program
 Drafted Teaming and JV Agreements for military programs in the United Arab Emirates.
 Drafted and negotiated value added reseller agreements for computer services, products and
periphery
 Drafted and filed TAA’s and MLA’s

KENDLE INTERNATIONAL INC., Cincinnati, Ohio August 2008 – June 2009
Associate General Counsel & Assistant Secretary
 Managed, negotiated, and finalized M&A activities
 Counseled Board of Directors and officers on legal and governance issues
 Responsible for development and management of stock option plans and programs
 Led negotiation of debt and equity financing
 Performed all '33 Act and '34 Act reporting
 Supervised a legal staff consisting of attorneys, contracts managers, and support staff
 Established foreign business units for international operations
 Established a new government contracts department

LUMENSION SECURITY INC., Scottsdale Arizona June 2007 – September 2008
Senior Vice-President, General Counsel and Secretary
 Established and implemented a legal and contracts department for a $75 million, private corporation
 Managed, negotiated, and finalized M&A activities
 Counseled Board of Directors on legal and governance issues
 Advised human resources department and the executive management team on worldwide
employment and labor issues
 Responsible for the management of the Company’s risk management and insurance coverage

BUCHANAN & PISARUK L.L.P., Phoenix, Arizona
GUST ROSENFELD P.L.C. December 2006 – July 2007
Partner/Of-Counsel
 Represented a diverse array of clients including financial institutions, real estate developers, and
high-tech companies in the areas of taxation, M&A, general business advice, Sarbanes-Oxley and
corporate governance, intellectual property, securities, and government contracts

ICROSSING, INC.,
Scottsdale, Arizona August 2005 – December 2006
General Counsel
 Established and implemented a legal and contracts department for a $150 million, private
corporation
 Counseled and advised the human resources department and the executive management team on

GEORGE A. PISARUK

THREE-FIVE SYSTEMS, INC., Tempe, Arizona May 1996 – August 2005
General Counsel, Secretary, and Director of Contracts
 Established and implemented a legal and contracts department for a $200 million, publicly traded
corporation.
 Responsible for formation and ongoing management of foreign investment enterprises and equity
joint ventures in Asia Pacific
 Managed, negotiated, and finalized acquisition activities and securities filings
corporate compliance program including Sarbanes-Oxley and Section 404
 Counseled and advise the human resources department and the executive management team on
 Negotiation of construction, development, and securitized financing agreements for worldwide
manufacturing facilities
 Responsible for acquisition, financing, development, leasing, and divestiture of large scale
industrial, manufacturing complexes and real estate holdings (domestic and foreign), including
vacant land acquisition, government and private development agreements, interim and long-term
financing, and land use regulatory agreements
 Responsible for supervising and managing approximately ten program contract managers
 Developed training programs for company executives on licensing, ITAR’s, Six Sigma, and TQM
 Performed all '33 Act and '34 Act reporting
 Responsible for developing and managing government contracts and grants with such agencies such
as U.S. Army, DoD, NIST, and DARPA

MOLEX CORPORATION, Lincoln, Nebraska 1995 - 1996
Production Planner/Master Production Scheduler, Automotive Manufacturing Unit
 Planned and scheduled material flow for multi-million-dollar manufacturing program utilizing
MRP, MPS, and MSA systems.
 Developed and managed material TQM and ISO-9000/QS-9000 quality systems segments.

UNITED STATES DEPARTMENT OF JUSTICE 1992 – 1994
Law Clerk, U.S. Attorney’s Office, District of Nebraska, Lincoln, Nebraska & Civil Division, Aviation
& Admiralty Section, Washington, DC
 Researched and developed legal memoranda and briefs, involving state and federal issues, including
contract interpretation, defective cost and pricing claims against government contractors.
 Led efforts and provided expertise in contract litigation cases between the United States and
domestic and multinational corporations involving defective cost and pricing issues

UNIVERSITY OF NEBRASKA, Lincoln, Nebraska 1990 - 1991
Senior Computer Procurement Specialist, Department of Business and Finance
 Successfully negotiated multi-million dollar savings in the acquisition of computer equipment and
network systems.

GEORGE A. PISARUK

WESTINGHOUSE ELECTRIC CORPORATION, Baltimore, Maryland 1987 – 1991
Senior International Subcontracts Manager/Buyer Defense & Electronics Center
 Procured material for and administered more than $56 million in government contracts with
responsibility for drafting, negotiation, and ongoing maintenance of contracts
 Worked extensively in the subcontracts/contracts arena for the F-16 and AWACS co-production
efforts, and Falcon/Night Stalker, Block-V, ASR-4, Peace Shield, and Aegis programs
 Conducted pricing/cost analysis for defense and commercial programs
 Developed training programs for company executives on licensing and ITAR’s
 Designed and implemented duty clearance procedures for international imports and exports
 Drafted and negotiated teaming, joint venture, and software licensing agreements with companies in
Europe, Japan, Canada, and the Middle East
 Devised an innovative “Supplier Management Program” that resulted in increased delivery and
quality performance.

EDUCATION & TRAINING

MBA, Arizona State University, Tempe, Arizona (2000)
JD, University of Nebraska College of Law, Lincoln, Nebraska (1995)
BS, Purchasing & Operations Materials Management, Arizona State University, Tempe, Arizona (1986)

GEORGE A. PISARUK

Addendum to Resume of George A. Pisaruk
Examples of Experience as Business Professional & Legal Counsel

Securities & Private Equity Financing

1. Led the legal efforts in the filing of two secondary public stock offerings raising more than $160 million
dollars. Among the activities performed were the following.
a. Preparing the initial draft of Form S-3 Registration Statements and managed their finalization
and filing.
b. Compiling due diligence materials and managing all due diligence efforts with investment
bankers.
c. Preparing and filing required documentation with NASD and NYSE to list securities.
d. Drafting blue sky memoranda.
e. Drafting underwriting agreement with Needham & Company, ING Baring, J.C. Bradford, Bank
of America Securities & Salomon Smith Barney.
f. Managing closing and drafting closing documents.
g. Drafting D&O questionnaires.
h. Drafting lock-up agreements.
i. Commenting on outside counsel opinions.
j. Developing road show slides.
2. Managed legal processes for two stock splits (4:3 and 2:1). Activities included the following.
a. Drafting board minutes and resolutions approving stock splits,
b. Amending articles of incorporation.
c. Making appropriate filings with NYSE and SEC.
3. Drafted modifications to stock option plans and related filings with the NYSE (listing memoranda) and
SEC.
4. Managed private equity investments (preferred stock) by the company including drafting amended and
restated articles/certificates of incorporation, stock purchase agreements, investor rights agreements,
rights of first refusal and co-sale agreements, private sale agreements, warrants, and convertible
subordinated promissory notes.
5. Drafted, managed, and filed periodic securities filings including 10-K, 10-Q, Proxy, Annual Report, 8-
K, and Forms 3, 4 and 5.
6. Responsible for ensuring ongoing compliance with ‘33 and Act, ‘34 Acts.
7. Worked with external auditors on compliance with public company accounting rules and regulations.
8. Implemented policies ensuring compliance with Regulation F-D.
9. Responsible for leading the legal efforts in completing various rounds of private equity financing
totaling more than $200 million dollars.

Corporate Compliance/Governance

1. Secretary for Board of Directors and subsidiary entities including entities in Malaysia, China, Bermuda,
the Philippines, and the U.S.
2. Attended board meeting and provided legal advice directly to board as requested on various corporate
matters.
3. Responsible for managing and implementing program of compliance with Sarbanes-Oxley and Section
404 Certification including:
a. ensuring compliance with related NYSE and SEC rules and regulations;
b. drafting obligations of senior management and senior management certifications;
c. drafting all board charters and duties, including audit committee and compensation committee;
and

GEORGE A. PISARUK

d. developing a disclosure committee to ensure that required CEO and CFO certifications were
accurate and complete.
4. Developed board governance manual and intranet.
5. Performed all corporate governance training and policies including insider trading, corporate disclosure,
whistle-blowing, FCPA, and antitrust.
6. Developed 10b5-1 trading plans.
7. Developed and maintained a company-wide record retention program.
8. Managed corporate minute books and stock ledgers.

Mergers & Acquisitions

1. Lead & Managed the acquisition of or merger with entities totaling over $250 million in the U.S. and
various foreign countries, including those in Asia, Europe and the Middle East.
2. Full Responsibility for all strategic analysis, negotiation, financing arrangements, due diligence ,
business modeling, legal review and post closing integration.
3. Drafted and negotiated term sheets, stock purchase agreements, LLC agreements, asset purchase
agreements, merger agreements, and related documentation.
4. Formed U.S. and foreign entities where necessary for reverse triangular mergers.
5. Responsible for successfully spinning-off a major division resulting in a doubling of market
capitalization.

International

1. Extensive and deep experience in the Asian market. Have given seminars at Arizona State University,
American Graduate School of International Management, and University of Nevada-Las Vegas on
Asian business practices and Chinese law.
2. Formed and maintained tax havens in Bermuda, Hong Kong and the Netherlands.
3. Formed and maintained a wholly foreign owned entity manufacturing high technology components and
periphery in China.
4. Formed and maintained subsidiaries worldwide, including in Malaysia, Thailand, Indonesia, China,
India, Luxembourg, Spain, Luxembourg, South Africa, Australia, Canada, Mexico, Columbia, the
United Kingdom and the Philippines.
5. Formed representative offices in Singapore, Korea and Taiwan.
6. Drafted policy and training for compliance with Foreign Corrupt Practices Act.
7. Worked with government ministries and independent public accounting firms closely in these
endeavors.

Intellectual Property

1. Developed and implemented intellectual property management and mining programs for several
companies to generate royalties from intellectual property portfolios.
2. Worked extensively with EE’s and ME’s in drafting and filing patents, trademarks, and copyrights with
the USPTO and other international bodies.
3. Developed a patent disclosure review form that significantly streamlined labor and outside costs in the
filing of patents.
4. Successfully defended several patent infringement suits involving “crown jewel” technology.
5. Developed a patent mining strategy for several companies growing the number of patents filed and
obtained from two to several hundred.

GEORGE A. PISARUK

6. Successfully licensed out intellectual property with a royalty stream in excess of $3 million with
companies such as Motorola, Nokia, and Ericsson and to other companies in the computer software,
silicon wafer, GSM and CDMA market space.
7. Responded to office actions from USPTO and other international allowance bodies.
8. Developed and chaired companies patent committees that decide patentability and focus of patent
disclosures.
9. Developed and facilitated business relationships and partners by negotiating and providing business and
legal support services for joint development opportunities, consortiums, and other development
strategies and tools so as to optimally position the company in both the current and planned market
space.

Employment

1. Drafted and negotiated employment, severance, and consulting agreements.
2. Developed employee policy handbooks and training materials and trained employees on these policies.
3. Managed internal company investigations involving employment issues and making recommendations
to senior management.
4. Handled and responded to EEOC and OSHA related claims.
5. Counseled and provided guidance on employment related issues including HIPPA, FLSA, ADA,
FMLA, Title VII and Title IX.
6. Managed employment related litigation.
7. Provided counsel and training on intellectual property issues relating to employees and in crafting
effective non-compete and other restrictive covenants.
8. Counseled management on employee terminations and RIF’s.
9. Led a team to reengineer the recruiting process, creating and implementing a new recruitment strategy
and targeted approach to increase the candidate pool. Improved time to fill by 50% with improved
candidate quality.
10. Developed and implemented a top-grading plan that increased efficiency and retention by approximately
45%.
11. Working strategically with the Vice President of Human Resources and COO, re-designed job
requirements, and employee development plans within multi-national operations.
12. Created diversity council in order to develop and educate employee on multi-cultural awareness.
Developed outreach programs and to encourage and celebrate diversity
13. Negotiated new vendor contracts and reduced operational expenses by 20% per annum.
14. Designed and developed corporate recognition and reward programs, and new hiring training.

Real Estate and Leasing

1. Drafted and negotiated leasing, construction build, and regulatory land use agreements.
2. Responsible for acquisition, financing, development, leasing, and divestiture of large scale, industrial
manufacturing complexes and real estate holdings, including vacant land acquisition, governmental and
private development agreements, interim and long term financing, and land use regulatory agreements.

Litigation and Alternate Dispute Resolution

1. Managed complex litigation including all aspects of litigation (trials/proceedings at local, state or
federal level, mediation, arbitration, administrative proceedings and appellate).

GEORGE A. PISARUK

Import/Export

1. Working knowledge of the Export Administration Regulations (EAR's), ITARS’s, and duty drawback
2. Developed policies and handled issues related to the Foreign Corrupt Practices Act ("FCPA")
3. Drafted and filed various export licenses and applications including DSP-5's, DSP-61's, DSP-73’s and
applications for duty-drawback
4. Drafted and filed TAA’s and MLA’s

Operations & Procurement & Manufacturing

1. Successful management of several multi-million dollar development programs at strategic suppliers and
universities.
2. Program Manager for the company's liquid-crystal on silicon (LCoS) technology startup and efforts.
Successfully developed and managed:
• TAM and SAM forecasts for the product
• Product business plan
• Analysis and data of the supply and demand dynamics of the product market
• Analysis of manufacturing environment and product manufacturing issues to determine and
optimize manufacturability and capacity
3. Designed and implemented ERP selection process plan. Managed the business process evaluations for
each software and creating project proposals and conducting the contract negotiation.
4. Responsible for capital procurement, machine specification development, and business system software
evaluation, selection, and procurement. Saved over $350,000 on $2.4 million in purchases.
5. Managed the design, preparation, and construction of a new projection test room for LCoS production.
6. Developed and implemented change control and revision control processes to document and track
changes to design and production.
7. Initiated, developed, and managed corporate-wide Business Continuity Planning (BCP) and Disaster
Recovery (DR) strategies in support of the enterprise.
8. Ensured proper and efficient operation of Material Requirement Planning (MRP) functionalities for
accurate inventory control and communicated frequently with external clients as well as constituents to
identify problematic records and record combinations.
9. Created original bills of material for new manufactured products using instructions, notes, and drawings.
Audited bills of material for accuracy in component type quantity. Collect and edit data to create
reports for senior executive staff. Validate date gathered from various reporting features by comparing
raw data from active databases.
10 Advised sales and manufacturing forecast committees on historical inventory movement and projected
activity. Implemented a new software package as a member of the project core team. Developed
standardized procedures, work flows, and maintenance schedules for the position. Performed standard
cost accounting functions.
11. Domestically and internationally sourced and procured hi/lo speed configuarable gate arrays for various
DoD/USAF programs (e.g., ALQ-131, E3A Sentry (AWACS), F-16 and Block-V). Key responsibilities
included developing RFQ's and price/source justifications, analyzing quotations, and approving vendors.
12. Lead Manager of the negotiation team responsible for the co-production subcontracts of the F-16 radar.
Effective contract negotiation resulted in an $8.2 million reduction in previous contract price.
13. Procured transmitters, RTD's, thermowells, uranium rods, and other nuclear critical list components for
Pressurized Water Reactor (PWR) nuclear power plants in the United States and abroad. Successful
procurements resulted in a $5.2 million savings.
14. Developed and implemented vender quality (VQR) and vender delivery (VDR) rating systems.
Increased on-time delivery from historical 72% to 99% for key materials and 99.9% overall by
introducing inventory and customer order entry management processes.

GEORGE A. PISARUK

15. Developed and implemented a JIT/Kan-Ban graduated materials pull planning system for a product line
resulting in a $3 million cost savings.
16. Initiated and implemented TQM program that focused on developed goals, metrics, and feedback loop
to quality action teams for continuous improvement. Program resulted in 75% reduction in outgoing
defect rate;15% increased productivity through improved training and methods.
17. Hold a B.S. degree in Operations and Production Management and have taken continuing education
courses in this area including Dr. W. Edwards Deming Quality/Productivity Management and QualPro
Six and One. Was a former Six-Sigma Green belt.
18. Developed and implemented an innovative “Supplier Management Program” that resulted in a 50%
increase in on-time delivery and $3 million savings.
19. Developed and implemented various standard agreements, documents, and operating procedures for the
program management and engineering/manufacturing areas including:

• SOP for Quote Procedure
• SOP for Program Development Process
• Cost Work-up forms
• Quote Authorization Forms
• Design Verification and Design Reports and Forms
• SOP for Change of Scope and Design Changes
• SOP for Consolidated master Program Schedule
• SOP for Cost Reduction Plan and Methodology
• SOP for Design for Manufacturability Score sheet
• SOP for FAI (First Article Inspection Procedure)
• SOP for Manufacturing Validation
• SOP for Manufacturing Issues and Mitigation Plans
• SOP for Manufacturing Production Capacity
• SOP for Manufacturing Test Plan Procedures
• SOP for Manufacturing Tooling and Status
• SOP for Material Cost Assessment Report
• SOP for Post Build Report
• SOP for Strategic Cost Reduction Plan

20. Strategic corporate procurement and supply agreements, blanket purchase orders, distributor franchise
agreements, RFP’s, consigned inventory arrangements and agreements, and supplier hubbing
arrangements and plans.

21. Program management and product development programs, supplier management programs, MRP
planning and build programs, supplier and procurement training materials and programs and program
development process manuals.

22. Various “Poke-Yoke” training programs to eliminate quality errors.

GEORGE A. PISARUK

Finance & Accounting

Throughout my professional career I have worked on and have expertise in the following financial
areas:

• Financial and Strategic Planning
• P&L Management
• Auditing and Compliance
• Operating and Working Capital
• Budget Development and Management
• Cash Flow Management and Modeling
• Business Valuations

Associations, Memberships, and Presentations

 National Contracts Management Association
 American Corporate Counsel Association
 American Bar Association, Intellectual Property Section – Committee on International Patent Practice,
Treaties and Laws
 American Society of Corporate Secretaries
 American Intellectual Property Law Association
 American Production and Inventory Control Society
 Licensing Executives Society
 Presenter “Doing Business in China” American Corporate Counsel Association - Annual Meeting (2001)
 Arizona State University, College of Business, Guest Lecturer (2001-2005)
 University of Nevada - Las Vegas, College of Business, Guest Lecturer (2006 - 2008)
 American Graduate School of International Management, Guest Lecturer (2000 -2005)
 Arizona Chinese Chamber of Commerce, Member and Guest Lecturer
 Presenter “Drafting Agreements” State Bar of Arizona (2002-2005)
 American Electronics Association - Member Executive Committee & Chair Policy Committee
(2001-2003)Held a security clearance with the Department of Defense and U.S. Department of Justice.
 Habitat for Humanity (Volunteer)
 Arizona Beagle Rescue (Volunteer)
 Phoenix youth soccer coach

Experienced Legal and Business Professional Seeking New Opportunity

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