learner1156
15年前
Well, at least our Chairman and Chief Executive is alive and well and generating activity, even if in another company / companies LOL.
http://biz.yahoo.com/e/090702/penc.ob8-k.html
Form 8-K for PINNACLE ENERGY CORP.
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2-Jul-2009
Entry into a Material Definitive Agreement, Change in Directors or Principa
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 30, 2009, the Company entered into an Employment Agreement with Mr. David Walters, the Company's new Chairman of the Board and Chief Executive Officer (see Item 5.02 below). Pursuant to such agreement, which has a term of one (1) year, Mr. Walters will receive a base salary of $180,000, plus 500,000 shares of the Company's common stock. Mr. Walters is also entitled to participate in any benefits, such as pension benefit plans, welfare plans, including medical, dental, life, disability and travel plans, and four (4) weeks of paid vacation. A copy of Mr. Walters' Employment Agreement is filed herewith this Form 8-K as Exhibit 10.1.
On June 30, 2009, the Company entered into a Support Services Agreement with Strands Management Company, LLC, a California limited liability company ("Strands"). Pursuant to such Agreement, Strands will perform certain management services on behalf of the Company, including but not limited to performing all principal accounting and financial officer duties, direct all finance, accounting and treasury functions including SEC filings, audits, cash forecasting, cash management and compliance in accounting/financial reporting. In exchange for such services, the Company will compensate Strands at the rate of $10,000 per month, 50,000 shares of common stock and Strands shall have the right to participate with the Company's other executive officers in any executive stock option plan adopted by the Company. The term of this agreement is one (1) year.
Pursuant to this agreement, the Company has appointed Mr. Matt Szot, CFO of Strands, as the Company's CFO and Secretary.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
Effective June 30, 2009, W. Scott Lawler resigned as the Company's Chief Executive Officer and from the Company's Board of Directors. Mr. Lawler's decision to resign was based on the demands on his time from other professional commitments, and not the result of any disagreement relating to the Company's operations, policies or practices.
On June 30, 2009, David Walters, 46, assumed the role as Chairman of the Board of Directors and Chief Executive Officer.
Mr. Walters is a founder and principal of Strands and Monarch Bay Associates, LLC ("Monarch Bay"), and has extensive experience in investment management, corporate growth development strategies and capital markets. From 1992 through 2000, he was an executive vice president and managing director in charge of capital markets for Roth Capital (formerly Cruttenden Roth), were he managed the capital markets group and led over 100 financings (public and private), raising over $2 billion in growth capital. Additionally, Mr. Walters oversaw a research department that covered over 100 public companies, and was responsible for the syndication, distribution and after-market trading of the public offerings. From 1992 through 2000, he managed the public offerings for Cruttenden Roth, which was the most prolific public underwriter in the U.S. for deals whose post-offering market cap was less than $100 million. Mr. Walters sat on Roth's Board of Directors from 1994 through 2000. Previously, he was a vice president for both Drexel Burnham Lambert and Donaldson Lufkin and Jenrette in Los Angeles, and he ran a private equity investment fund. Mr. Walters earned a B.S. in Bioengineering from the University of California, San Diego.
Mr. Walters also serves on the board of directors of the following public companies:
- Chairman of the Board of Directors and Chief Executive of Monarch Staffing, Inc. and STI Group, Inc.;
- Chairman of the Board of Directors of Remote Dynamics, Inc.;
- Member of the Board of Directors of MGMT Energy, Inc. and Precision Aerospace Components, Inc.
Mr. Walters is an owner and principal of Strands, a party to the Support Services Agreement disclosed in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Accordingly, he has a financial interest in the transactions covered by the Support Services Agreement. A copy of the Support Services Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.
The Company also appointed Mr. Matt Szot as the Company's Chief Financial Officer and Secretary. Mr. Szot, 35, brings to the team his extensive knowledge of developing and implementing financial and operational process improvements, strategic planning, mergers and acquisitions, financings, valuations of complex securities and capital structures, technical accounting and finance, and SEC reporting and compliance.
Since February 2007, Mr. Szot has served as the Chief Financial Officer for Strands. Mr. Szot also serves as Chief Financial Officer for Management Energy, Inc. (MMEX), Monarch Bay Associates, LLC, and serves as Treasurer of KG3, Inc. and Lathian Health. From June 2003 to October 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG in the San Diego and Chicago offices and served as an Audit Manager for various publicly traded and privately held companies.
ITEM 8.01 OTHER EVENTS
DESCRIPTION OF NEW BUSINESS
The Company announced that it will transition from the coal business to renewable energy property acquisition and management. The Company will focus on purchasing and/or leasing non-productive land in order to reposition the land for use as an alternative energy facility or another sustainable development project.
CANCELLATION OF SHARES
On June 30, 2009, the Company's prior sole officer and director, Mr. Nolan Weir, cancelled and returned to treasury 5,000,000 shares of common stock held in his name. The cancellation of such shares resulted in the number of the Company's issued and outstanding shares decreasing to 10,840,000 shares.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
10.1 Employment Agreement dated June 30, 2009, by and between the Company and David Walters.
10.2 Support Services Agreement dated June 30, 2009, by and between the Company and Strands Management Company LLC.
learner1156
16年前
Small portion of 8-K filed 01/16/09 (way too big to post all).
Item 1.01. Entry into a Material Definitive Agreement
SEI Transaction
On December 31, 2008, we entered into a definitive agreement to acquire, and completed the acquisition of, the software development and managed network support services business of System Evolution, Inc. (“SEI”). The transaction was structured as an asset acquisition including 100% of the capital stock of Systems Evolution Incorporated (a subsidiary of SEI) in exchange for the assumption by us of approximately (a) $2,381,000 of obligations under certain of SEI’s secured convertible notes and (b) other obligations and liabilities in the amount of approximately $504,000.
The secured convertible notes assumed by us in the SEI transaction are secured by all of our assets and bear interest at annual interest rates ranging from 2-8% payable quarterly. The notes are convertible into shares of our Common Stock at a conversion price determined at the time of conversion as the lower of (i) the variable conversion price and (ii) fixed conversion prices ranging from $0.0014 to $0.13 per share. The variable conversion price is defined as the average of the three lowest trading prices of our Common Stock during the 20 trading day period ending one trading day before the date that a holder sends notice of conversion to us, multiplied by 35% or 50% depending on the note. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets; issuances of additional shares of common stock; and issuances of common stock equivalents. We may call the notes at a premium upon certain conditions.
Upon the occurrence of an event of default under the secured convertible notes, and in the event the holders give us a written notice of default, an amount equal to 130% of the amount of the outstanding notes and interest thereon shall become immediately due and payable or another amount as otherwise provided in the note. Events of default under the notes include: failure to pay any amount of principal or interest when due; failure to issue shares to the holders upon conversion of the notes in a timely manner; failure to meet any registration rights obligations in a timely manner; the breach of any of our covenants contained in the notes; the breach of any of our representations and; we appoint a receiver or trustee or make an assignment for the benefit of creditors; any judgment is filed against us for more than $50,000; bankruptcy proceedings are brought against us and such proceedings are not stayed within sixty days of such proceedings being brought; or if our Common Stock is delisted from the OTCBB or equivalent replacement exchange.
A total of $1,472,368 of secured convertible notes assumed by us in the SEI transaction have reached their maturity date, are due and payable and our subject to other claims for default, penalties and damages by the holders. This exposes us to the risk that the note holders could seek to exercise prepayment or other remedies under the notes. We do not currently have the cash on hand to repay amounts due under the secured convertible notes or our other outstanding obligations if the note holders or other creditors elect to exercise their repayment or other remedies. If the note holders or other creditors elect to exercise their repayment or other remedies, and if our efforts to restructure or otherwise satisfy our obligations under the notes or other obligations are unsuccessful, we may be forced to restructure, file for bankruptcy, or cease operations.
learner1156
16年前
8-K filed 12/11/08
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 Event Earliest Reported): December 10, 2008 (November 18, 2008)
STI Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-142911 35-2065470
(State or other jurisdiction
of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
30950 Rancho Viejo Rd #120,
(Address of principal executive offices)
(949) 260-0150
(Registrant’s telephone number)
(Former name or former address, if changed since last report.)
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 Instructions A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On November 18, 2008, Thomas Friedberg resigned as a member of our Board of Directors. Mr. Friedberg’s resignation was not because of a disagreement with STI Group, Inc. on any matter relating to our operations, policies, or practices.
On November 18, 2008, we appointed Keith Moore as a member of our Board of Directors.
Mr. Moore, age 47, is a managing member of Strands Management Company, LLC (“Strands”), a management services consulting firm, and Monarch Bay Associates, LLC (“MBA”), a FINRA-register broker dealer. From 1996 through December 2007, Mr. Moore served in Chief Executive Officer and other executive capacities for DataLogic International, Inc., Service Advantage International, Inc., POPcast Communications Corp., Cinemaware, Inc. and iTechexpress, Inc., overseeing their respective strategic growth and capital raises. From 1991 through 1996, Mr. Moore served as President, Chief Operating Officer, Chief Financial Officer, Director and Consultant of Activision, Inc. (NASDAQ: ATVI), recognized as the international market leader in videogames and multimedia software. Mr. Moore currently serves on the Board of Directors of Monarch Staffing, Inc. and Remote Dynamics, Inc. Mr. Moore earned a B.S. in Accounting and a Masters in Finance from Eastern Michigan University
We have a revolving note receivable from Strands. Mr. Moore is a 50% owner of Strands. The note receivable is intended to provide working capital to Strands, as needed, in amounts up to $500,000. The note bears interest at the greater of 8% or $150 per annum and matures on December 31, 2008. No amounts are outstanding under this agreement.
We are also party to a Support Services Agreement with Strands, under which Strands provides us with financial management services, facilities and administrative services, business development services, creditor resolution services and other services as agreed by the parties. As a retainer for the services provided by Strands under the Support Services Agreement, we have issued to Strands 10,000 shares of our Series A Preferred Stock. We also pay to Strands monthly cash fees of $23,100 for the services. In addition, Strands will receive fees equal to (a) 6% of the revenue generated from any business development transaction with a customer or partner introduced to us by Strands and (b) 20% of the savings to us from any creditor debt reduction resolved by Strands on our behalf. The term of the Support Services Agreement expires on May 1, 2009.
In 2008, we have entered into a quarterly engagement agreement with Strands to perform valuation services on the embedded derivative features within our convertibles notes. We incurred $10,500 for services performed under this agreement during the nine months ended September 30, 2008.
We are party to a Placement Agency and Advisory Services Agreement with MBA. Mr. Moore is a 50% owner of MBA. Under the agreement, MBA acts as our placement agent on an exclusive basis with respect to private placements of our capital stock and as our exclusive advisor with respect to acquisitions, mergers, joint ventures and similar transactions. As a retainer for the services provided by MBA under the Placement Agency and Advisory Services Agreement, we have issued to MBA 9,200 shares of our Series A Preferred Stock. We also pay MBA a cash retainer of $5,000 per month in cash. MBA will receive fees equal to (a) 9% of the gross proceeds raised by us in any private placement (plus warrants to purchase 9% of the number of shares of common stock issued or issuable by us in connection with the private placement) and (b) a success fee equal to 3% of the total consideration paid or received by us or our stockholders in an acquisition, merger, joint venture or similar transaction. The term of the Placement Agency and Advisory Services Agreement expires on May 1, 2009.
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In December 2007, we borrowed $29,000 from Service Advantage International, Inc. (“SAI”) for working capital purposes. Mr. Moore beneficially owns 49.5% of SAI. The outstanding balance and accrued interest was repaid in full in February 2008.
As a member of our Board of Directors, Mr. Moore will receive cash compensation of $2,500 per quarter.
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 hereunto duly authorized.
Date: December 10, 2008 STI Group, Inc.
a Delaware corporation
By: /s/ David Walters
Name: David Walters
Title: Chairman and Chief Executive Officer
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Greensmeans
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