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: October 14, 2009
(Date of
earliest event reported: October 8, 2009)
SURGE
GLOBAL ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-24269
|
34-1454529
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
990
Highland Drive Suite 206
Solana
Beach, California, 92075
(Address
of principal executive offices, zip code)
(858)
720-9900
(Registrant’s
telephone number, including area code)
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 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[_] Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item
5.02. Departure of Director or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
October 8, 2009, the Board elected three new directors, Messrs. Warren M.
Dillard, David A. Rapaport, and Fred B. Zaziski to serve as members of the Board
effective as of October 9, 2009. Each director was appointed to the
Board on the condition of being granted non-statutory stock options to purchase
800,000 shares of the Company’s Common Stock, with vesting to occur over a
period of two years in equal monthly installments. Except as provided in Item
8.01, the Board has not named any of its new directors to any of the committees
of the Board, but expects to name Mr. Rapaport to its audit committee in the
near future.
Warren M.
Dillard, age 67, has been active in the financial management world for nearly 40
years. A graduate of the Harvard Business School he entered business managing
mutual funds, has had top level operating responsibility in a number of
positions and is currently active in private investment banking.
Mr.
Dillard is currently President of Enecor, Inc., a Los Angeles based energy
company active in assembling a considerable inventory of lease in the state of
Utah on state and federal lands holding deposits of oil sands. Until early 2006,
Mr. Dillard was recently a Founder, Chairman and CEO of Global Card
International, LLC, an international marketing company that sells and services
debit cards to the “unbanked” populations of the world, initially Mexican
immigrants, through direct contract relationships with the various states and
private business entities in Mexico as well as through employers in the United
States.
Mr.
Dillard is the former Vice Chairman of The Gordon Group, of Los Angeles,
California, and was responsible for financial and strategic planning, capital
formation and corporate coordination of all of The Gordon Group of
companies. Previously, Mr. Dillard was President and Chief Financial
Officer of the Group upon it’s founding in 2000 and was instrumental in
developing each of its five business units. This included a position
as Chief Strategic Officer and Director of what is now known as iPayment
Holdings, a now-public e-commerce payment gateway serving 20,000
merchants.
For the
past 20 years, Mr. Dillard has been active in private investment banking for new
and emerging growth companies in a variety of industries including real estate,
oil & gas, financial services and technology. This activity
included raising private and public equity capital for an early stage high tech
company in Silicon Valley that he took public, to which he was also appointed
Chief Operating Officer, Chief Financial Officer and Director. He
brought capital into the company through privately placed equity in both the
United States and Asia. Mr. Dillard provides capital formation and business
strategy consulting for early stage ventures in energy, technology and
electronic commerce. He received his BBA in Accounting from Texas A
& M University and his MBA in Finance with Honors from the Harvard Business
School.
Mr. David
A. Rapaport, Esq., age 67, is currently Executive Vice President & General
Counsel for High Capital Funding. He was a director and General Counsel for
Middle Kingdom Alliance Group, a special purpose acquisition corporation which
went public in December 2006 until July, 2009. He served as a director and on
the audit committee of Reconditioned systems, Inc. a NASDCS listed refurbisher
and distributor of office furniture from 2002 until 2005. His prior experience
includes serving on several Boards of directors and managing Initial Public
Offerings (IPO’s). Mr. Rapaport has a LLB from St. John’s University School of
Law and is admitted to practice law in Georgia and New York.
Fred B.
Zaziski, age 56, is a senior manager with comprehensive background in domestic
and international oil and gas development, operations and strategic management.
Mr. Zaziski has more than 20 years diversified oil and gas experience working
for Halliburton, National Petroleum Company in Saudi Arabia, and Com Oxy,
Houston TX. He was formerly President and Chief Executive Officer or Epsilon
Energy, Inc. based in Toronto, Canada and Houston, Texas. He has a BS in
Petroleum Engineering from Pennsylvania State University and is a member of the
Society of Petroleum Engineers (SPE) and the American Petroleum
Institute.
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Item
8.01. Other Events
On October 8, 2009, the Board of
Directors appointed a special committee to the Board of Directors to evaluate
merger opportunities and to identify third party investment bankers who can
potentially assist in finding merger target opportunities. Appointed
to this committee were Barry Nussbaum, Kenneth D. Polin, E. Jamie Schloss,
Charles Sage and David A. Rapaport.
The Board resolutions of October 8,
2009 also authorized the special Committee to identify and pursue strategic
initiatives which would enhance shareholder values by either (a) locating a
management team with expertise in the oil/gas business, which is capable of
identifying, conducting due diligence on and locating the financing to make
investments in oil and gas opportunities to Surge or (b) a finding potential
merger candidate.
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.
SURGE
GLOBAL ENERGY, INC.,
a
Delaware corporation
|
||
Date:
October 14, 2009
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By:
|
/s/
E. Jamie Schloss
E.
Jamie Schloss,
Chief
Executive Officer
|
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