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 7, 2005
GLOBAL CONCEPTS, LTD.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-25319 84-1191355
------------------------------------------------------------------------------
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
14 Garrison Inn Lane, Garrison, NY 10524
----------------------------------------
(Address of principal executive offices)
(845) 424-4100
-----------------------------
Registrant's Telephone Number
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 communication 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 1.01 Entry into a Material Definitive Agreement
Item 5.02 Departure of Director or Principal Officers; Appointment of
Principal Officers.
On March 7, 2005 Global Concepts entered into a "Joint Management
Agreement" with Headliners Entertainment Group, Inc., Eduardo Rodriguez,
Michael Margolies, The Rodriguez Family Trust and The Margolies Family Trust.
The Joint Management Agreement contained the following provisions relevant to
Global Concepts:
- The Rodriguez Family Trust and The Margolies Family Trust agreed
to organize a limited liability company. The Trusts, as well as
Rodriguez and Margolies, will contribute their Global Concepts
shares to the Trust on August 15, 2005. Global Concepts will pay
a fee of $5,000 per month to the limited liability company in
compensation for the services of Rodriguez and Margolies.
- Margolies resigned from his position as Chairman and Chief
Executive Officer of Global Concepts.
- Global Concepts entered into a ten year advisory agreement with
Margolies.
- Global Concepts named Eduardo Rodriguez Chairman and Chief
Executive Officer of Global Concepts.
- Global Concepts entered into a ten year employment agreement with
Rodriguez.
- Rodriguez and Margolies agreed that they would each serve as
members of Global Concepts' Board of Directors. They also agreed
to elect a third member, to be nominated by Rodriguez.
- Global Concepts, Rodriguez and Margolies agrees that until the
death of Rodriguez or Margolies, the compensation and benefits
paid by Global Concepts to Rodriguez will be equal to the
compensation and benefits paid by Global Concepts to Margolies.
- The Rodriguez Family Trust and The Margolies Family Trust agreed
to organize a limited liability company. The Trusts, as well as
Rodriguez and Margolies, will contribute their Global Concepts
shares to the Trust on August 15, 2005. Global Concepts will pay
a fee of $5,000 per month to the limited liability company in
compensation for the services of Rodriguez and Margolies.
- Global Concepts and The Margolies Family Trust agreed that Global
Concepts will issue a convertible debenture to satisfy Global
Concepts' debt to The Margolies Family Trust, and will file with
the Securities and Exchange Agreement a registration statement
that will permit The Margolies Family Trust to resell to the
public any shares it obtains from Global Concepts upon conversion
of the debenture. The debenture will be convertible into common
stock at the average of the closing bid prices for the five
trading days preceding conversion, except that conversion will be
limited to 2.77% of the principal amount of the debenture per
month. The principal amount of the debenture will be the amount
of the debt at December 31, 2004, as determined in the audit of
Global Concepts' financial statements for 2004. The debenture
will bear interest at 6% per annum.
Global Concepts' Employment Agreement with Rodriguez provides that he
will serve as Chairman and Chief Executive Officer. His compensation will be
$100,000 per annum. The fee payable to Rodriguez will continue for the term
of the agreement, notwithstanding Rodriguez' death or disability. The
agreement terminates on January 31, 2015, except that Rodriguez covenanted
that for one year after termination he will not engage in activities that are
competitive with Global Concepts.
Global Concepts' Advisory Agreement with Margolies provides that he will
consult with the Board of Directors and the Chief Executive Officer on matters
of business development, investor relations public relations and finance.
Global Concepts will pay Margolies a fee of $100,000 per annum and provide him
the same benefits as are provided to Global Concepts' executive officers. The
fee payable to Margolies will continue for the term of the agreement,
notwithstanding Margolies' death or disability. The agreement terminates on
January 31, 2015, except that Margolies covenanted that for one year after
termination he will not engage in activities that are competitive with Global
Concepts.
The Joint Management Agreement also contained terms regarding the
management of Headliners Entertainment Group, Inc. Among other things,
Eduardo Rodriguez will serve as President of Headliners at the same time that
he is serving as Chief Executive Officer of Global Concepts.
Eduardo Rodriguez has served as Chief Executive Officer of Headliners
Entertainment Group, Inc. since 1998. Immediately prior to joining
Headliners, Mr. Rodriguez served as President of Lancaster Consultants, Inc.,
a company involved in financial management and consulting. During 2004 Mr.
Rodriguez served as a consultant to Global Concepts, and received 1,600,000
common shares in compensation for his services.
EXHIBITS
10-a Joint Management Agreement dated March 7, 2005 among Global Concepts
Entertainment Group, Inc., Global Concepts, Ltd., Eduardo Rodriguez,
Michael Margolies, The Rodriguez Family Trust and The Margolies Family
Trust.
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.
GLOBAL CONCEPTS, LTD.
Dated: March 10, 2005 By:/s/ Eduardo Rodriguez
-------------------------------
Eduardo Rodriguez
Chief Executive Officer