- Current report filing (8-K)
2009年3月19日 - 6:04AM
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): March 13, 2009
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-29963
|
|
88-0378462
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
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620
North 129
th
Street, Omaha, Nebraska
|
|
68154
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(402)
333-1900
|
Not Applicable
(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 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-4(c))
Section
3 –Securities and Trading Markets.
Item
3.02 Unregistered Sales of Equity Securities.
On March
13, 2009, and pursuant to our bylaws, our board of directors authorized the
issuance of the following restricted stock compensation awards:
Date
Securities Issued
|
Securities
Title
|
Issued
to
|
Number
of Securities Issued
|
Consideration*
|
Common
Stock Issuances
|
|
|
|
Issued
as compensation to the independent members of the board of
directors for services rendered April 1, 2008 through December 31,
2008
|
3/13/2009
|
Common
Stock
|
Independent
Board of Directors
|
2,142,857
|
$45,000
|
|
|
|
|
|
Issued
as compensation to certain executive officers for services rendered
January 1, 2004 through December 31, 2008
|
3/13/2009
|
Common
Stock
|
Executive
Officers
|
1,907,143
|
$40,050
|
|
|
|
|
|
Issued
as compensation to certain employees for services rendered
January 1, 2004 through December 31, 2008
|
3/13/2009
|
Common
Stock
|
Employees
|
1,450,000
|
$30,450
|
|
|
|
|
|
*Consideration
is calculated to be the value of the security at the date of
issuance.
|
|
For these
unregistered sales, we relied on the private offering exemption of Section 4(2)
of the Securities Act and/or the private offering safe harbor provision of Rule
506 of Regulation D promulgated thereunder based on the following factors: (i)
the number of offerees or purchasers, as applicable, (ii) the absence of general
solicitation, (iii) representations obtained from the acquirors relative to
their accreditation and/or sophistication (or from offeree or purchaser
representatives, as applicable) and/or their relationship to the company
(directors and officers), (iv) the provision of appropriate disclosure, and (v)
the placement of restrictive legends on the certificates reflecting the
securities coupled with investment representations obtained from the
acquirors.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
13, 2009, and pursuant to our bylaws, our board of directors authorized the
issuance of the following restricted stock compensation awards as a retention
bonus to our current executive officers for their services rendered from January
1, 2004 through December 31, 2008:
Date
Securities Issued
|
Securities
Title
|
Issued
to
|
Number
of Securities Issued
|
Consideration*
|
Common
Stock Issuances
|
|
|
|
Issued as
compensation to executive officers
|
|
|
3/13/2009
|
Common
Stock
|
Steven
Malone
|
907,143
|
$19,050
|
3/13/2009
|
Common
Stock
|
Kirk
R. Rowland
|
500,000
|
$10,500
|
3/13/2009
|
Common
Stock
|
William
Terrill
|
500,000
|
$10,500
|
|
|
|
|
|
*Consideration
is calculated to be the value of the security at the date of
issuance.
|
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.
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FINDEX.COM,
INC.
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|
|
|
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Dated: March
18, 2009
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By:
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/s/ Steven
Malone
|
|
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|
Steven
Malone
|
|
|
|
President
& Chief Executive Officer
|
|
|
|
|
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