UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 23, 2007
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NIGHTHAWK SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 0-30786 87-0627349
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
10715 Gulfdale, Ste. 200 San Antonio, Texas 78216
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(Address of principal executive offices)
(210) 341-4811
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Registrant's telephone number, including area code
Not Applicable
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(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; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On January 23, 2007, Raymond G. Romero was appointed to the Company's Board
of Directors by existing board members. Subsequent to the appointment of Mr.
Romero, Patrick Gorman and Max Polinsky resigned from the Board of Directors.
Mr. Romero, 53, is currently the President of HERO Assemblers, LP, a Tier 1
supplier of wheel and tire assemblies to Toyota Motor Manufacturing, Texas in
its San Antonio, Texas automotive assembly plant. Mr. Romero served as counsel
to Nighthawk Systems from 2003-2005. He gained extensive experience in mergers
and acquisitions and in regulatory matters while serving as Vice President and
General Counsel to Ameritech International and ATSI Communications, Inc. He
received his Juris Doctor from Northwestern University Law School in Chicago in
1979.
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.
NIGHTHAWK SYSTEMS, INC.
Date: January 29, 2007 By: /s/ H. Douglas Saathoff
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H. Douglas Saathoff
Chief Executive Officer
(Duly Authorized Representative)