Churchill Ventures Ltd - Current report filing (8-K)
2008年3月5日 - 1:38AM
Edgar (US Regulatory)
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): FEBRUARY 29, 2008
CHURCHILL VENTURES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-33327 20-5113856
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
|
50 REVOLUTIONARY ROAD
SCARBOROUGH, NEW YORK 10510
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 762-2553
(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:
|_| 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-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
In connection with its application to list its securities on the American Stock
Exchange ("AMEX"), Churchill Ventures Ltd. (the "COMPANY") provided an
undertaking to the Amex that it would amend the composition of its board of
directors and its audit committee by March 1, 2008 to come into full compliance
with the Amex's listing rules requiring a majority of independent directors and
an audit committee composed solely of independent directors.
In accordance with such undertaking, the Company hereby announces that Elizabeth
O'Connell, a non-independent director and the Company's Chief Financial Officer,
has resigned from the board of directors and the audit committee effective
February 29, 2008, and that Nir Tarlovsky, a non-independent director and the
Company's Executive Vice President, Business Development, has resigned from the
board of directors effective February 29, 2008. Both Ms. O'Connell and Mr.
Tarlovsky will continue in their positions as executive officers.
On February 29, 2008, the board of directors filled the vacancies left by Ms.
O'Connell and Mr. Tarlovsky by appointing two new independent directors, Mark
Hirschhorn and Yair Segev. Messrs. Hirschhorn and Segev shall both serve as
members of the audit committee (which Mr. Segev will chair) and the nominating
and compensation committee. They are each "financially literate" as defined
under the American Stock Exchange's listing standards, and they each qualify as
an "audit committee financial expert" as defined by the Securities and Exchange
Commission. As a result of the changes in the board of directors announced in
this report, the Company's board of directors is composed of a majority of
independent directors and its committees are composed entirely of independent
directors.
Effective February 29, 2008, Gerhard Weisschadel also resigned from the
Company's board of directors. Mr. Weisschadel is a partner in a private equity
firm based in Zug, Switzerland, and he has informed us that he would like to
devote more time to such private equity firm.
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.
Date: March 4, 2008 CHURCHILL VENTURES LTD.
By: /s/ Itzhak Fisher
------------------------------------
Name: Itzhak Fisher
Title: Chairman
(Principal Executive Officer)
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