Unassociated Document
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)
August
7,
2006
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51696
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24-5711620
|
|
(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Three
Riverway
Suite
1050
Houston,
Texas 77056
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
Three
Riverway
Suite
1700
Houston,
Texas 77056
(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:
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))
| Item
1.01. |
Entry
into a Material Definitive
Agreement.
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On
August
7, 2006, John Sifonis announced his intention to resign, effective August 11,
2006, from his positions as President and Chief Executive Officer of Trulite,
Inc. (the “Company”). On August 9, 2006, Mr. Sifonis resigned, effective August
11, 2006, from such positions. Mr. Sifonis will continue to serve as a director
of the Company.
On
August
7, 2006, the Board of Directors of the Company (the “Board”) appointed Jonathan
Godshall as President and Chief Executive Officer of the Company. The Company
entered into an employment agreement with Mr. Godshall, pursuant to which Mr.
Godshall will be employed for a one-year term. Under the employment agreement,
Mr. Godshall will receive an annual base salary of $120,000, provided, that
such
salary will increase to $200,000 per year upon the earlier of (1) November
30,
2006 and (2) the completion of a financing round. Mr. Godshall will develop
a
cash incentive bonus plan by February 7, 2006 and submit such plan to the Board
for approval. The employment agreement provides that if Mr. Godshall is
terminated without cause or he terminates for good reason (as such terms are
defined in the employment agreement), then he will be entitled to receive his
base salary for six months following such termination and his unexercised stock
options will continue to vest for twelve months following such
termination. In addition, if the Company does not renew the employment
agreement at the end of the one-year term, Mr. Godshall will be entitled to
receive his base salary for four months.
On
August
7, 2006, the Board granted Mr. Godshall a stock option to acquire 676,626 shares
of Company common stock, at an exercise price of $1.00 per share and which
vests
25% on each of June 15, 2007, June 15, 2008, June 15, 2009, and June 15, 2010.
The stock option expires on August 7, 2013. In addition, Mr. Godshall’s
employment agreement provides that the Board will grant him additional stock
options to acquire a number of shares equal to 5% of any new stock issued and
any new stock options granted after August 7, 2006, such grant to occur on
the
earlier of (1) December 31, 2006 and (2) the completion of a financing round.
The exercise price of such stock options will be the fair market value on the
date of grant, and the vesting terms of such stock options will be the same
as
described above with respect to Mr. Godshall’s stock option to acquire 676,626
shares. All of such stock options will automatically vest upon a change in
control, merger, or buyout of the Company.
In
addition, the Company and Mr. Godshall (1) agreed that Mr. Godshall would no
longer be compensated under the terms of his consulting agreement with the
Company and (2) intend to terminate the consulting agreement.
On
August
7, 2006, the Board granted Ken Pearson the following stock options to acquire
Company common stock: (1) stock option to acquire 300,000 shares, at an exercise
price of $1.00 per share and which vests 25% on each of June
13,
2007, June 13, 2008, June 13, 2009, and June 13, 2010 and (2) stock option
to
acquire 15,000 shares, at an exercise price of $1.00 per share and which were
fully vested on the date of grant. These stock options will expire on August
7,
2013.
On
August
9, 2006, the Company incurred indebtedness of $250,000 pursuant to the terms
of
two $125,000 promissory notes. Under the terms of the first promissory note,
the
Company borrowed $125,000 from Contango Venture Capital Corporation, LLC, which
beneficially owns approximately 17% of the Company’s common stock. Under the
terms of the second promissory note, the Company borrowed $125,000 from Standard
Renewable Energy Group, LP. Both notes bear interest at a rate of 11.25% until
February 8, 2007, at which time the rate will become the prime rate plus 3%.
Both notes mature on May 1, 2007 and may be prepaid by the Company at any time
without penalty.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a
Registrant.
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As
described under Item 1.01 above, on August 9, 2006, the Company borrowed
$250,000 pursuant to two promissory notes. See Item 1.01 for a description
of
such borrowings.
| Item
5.02. |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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(b) As
described under Item 1.01 above, Mr. Sifonis has resigned, effective August
11,
2006, from his positions as President and Chief Executive Officer of the
Company. Mr. Sifonis will continue to serve as a director of the
Company.
(c) As
discussed under Item 1.01 above, Mr. Godshall was appointed as President and
Chief Executive Officer of the Company on August 7, 2006. Prior to joining
the
Company as President and Chief Executive Officer, Mr. Godshall, age 58, served,
from February 2004 to August 7, 2006, as a private consultant to a number of
companies, including the Company. From October 2002 to January 2004, Mr.
Godshall served as President and Chief Executive Officer of Home Fragrance
Holdings, Inc., a private candle-making company. From November 2001 to October
2002, Mr. Godshall provided consulting services to a number of companies. From
1986 to 2001, Mr. Godshall served as President and Chief Executive Officer
of
Igloo Products Corp., a manufacturer of ice chests and beverage coolers. Mr.
Godshall has an A.B. degree from the University of North Carolina and an MBA
from the Harvard Business School.
For
a
description of the material terms of Mr. Godshall’s employment agreement with
the Company, see Item 1.01 above. Mr. Godshall and the Company previously
entered into a consulting agreement pursuant to which Mr. Godshall provided
consulting services to the Company. For a description of the material terms
of
the consulting agreement, see the description set forth in the Company’s
Registration Statement on Form 10-SB/A under “Item 5-Directors, Executive
Officers, Promotors and Control Persons”, which such Form 10-SB/A was filed with
the Securities and Exchange Commission on July 28, 2006. The Company and Mr.
Godshall (1) agreed that Mr. Godshall will no longer be compensated under the
consulting agreement and (2) intend to terminate the consulting
agreement.
Item
9.01. Exhibits.
(d) Exhibits.
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Exhibit
No. |
Description
of Exhibit |
|
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10.1 |
Employment
Agreement, dated August 7, 2006, between Trulite, Inc. and Jonathan
Godshall.
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10.2 |
Promissory
Note, dated August 9, 2006, made by Trulite, Inc. in favor of Contango
Venture Capital Corporation, LLC.
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10.3 |
Promissory
Note, dated August 9, 2006, made by Trulite, Inc. in favor of Standard
Renewable Energy Group, LP.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TRULITE,
INC.
(Registrant)
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| Dated:
August 11, 2006 |
By: |
/s/ Jonathan
Godshall |
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|
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President
and
Chief Executive Officer |
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Exhibit
No. |
Description
of Exhibit |
|
|
10.1 |
Employment
Agreement, dated August 7, 2006, between Trulite, Inc. and Jonathan
Godshall.
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10.2 |
Promissory
Note, dated August 9, 2006, made by Trulite, Inc. in favor of Contango
Venture Capital Corporation, LLC.
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10.3 |
Promissory
Note, dated August 9, 2006, made by Trulite, Inc. in favor of Standard
Renewable Energy Group, LP.
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