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 24, 2006
Airtrax, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-25791 22-3506376
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Freeway Drive Unit One, Blackwood, NJ 08012
(Address of principal executive offices and Zip Code)
(856) 232-3000
Copies to:
Richard A. Friedman
Eric A. Pinero, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On October 24, 2006, Nicholas Fenelli resigned as our Interim Chief Financial
Officer, but will remain as our Chief Operating Officer, effective November 1,
2006. In addition, on October 24, 2006 our Board of Directors appointed Robert
Watson as our President, Chief Executive Officer and a director of our company,
effective November 1, 2006. There are no understandings or arrangements between
Mr. Watson and any other person pursuant to which Mr. Watson was selected as an
executive officer and a director. Furthermore, Mr. Watson has not entered into a
transaction, nor is there any proposed transaction, between Mr. Watson and us.
Mr. Watson does not have any family relationship with any director, executive
officer or person nominated or chosen by us to become a director or executive
officer.
Mr. Watson has extensive experience in corporate turnarounds and restructurings,
with a proven track record of repositioning companies to realize long-term
shareholder value. He has both public (Fortune 50) and private company
experience in the manufacturing, construction and retail industries. From 2001
until October 2006, Mr. Watson was President and CEO of Hartz & Company, a
manufacturer of tailored clothing, with two production facilities in the United
States with sales and marketing offices in New York City. From 1996 to 2001, Mr.
Watson served as the Vice President, CFO and COO of America's Best Contacts and
Eyeglasses, a retail chain with 118 locations, a full service laboratory and
distribution center. His experience in the public arena was with Continental Can
Company, from 1967 through 1986, where he served as Controller for the food
packaging company with 29 manufacturing facilities and sales in excess of $1
billion. Mr. Watson received a BS in accounting from Fairleigh Dickinson
University and an EMBA from the University of New Haven.
We issued a press release on October 24, 2006 announcing our management changes
as described above, a copy of which is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release of Airtrax, Inc. dated as of October 24, 2006.
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.
Airtrax, Inc.
Date: October 25, 2006 /s/ Robert Watson
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Robert Watson
President and Chief Executive Officer