Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - GABRIEL TECHNOLOGIES CORP | gabriel_8k-ex1001.htm |
| EX-10.3 - FORM OF PROMISSORY NOTE PURCHASE AGREEMENT - GABRIEL TECHNOLOGIES CORP | gabriel_8k-ex1003.htm |
| EX-99.1 - SHAREHOLDER LETTER - GABRIEL TECHNOLOGIES CORP | gabriel_8k-ex9901.htm |
| EX-10.2 - AMENDMENT TO EMPLOYMENT AGREEMENT - GABRIEL TECHNOLOGIES CORP | gabriel_8k-ex1002.htm |
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): August 21,
2009
GABRIEL
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-23415
(Commission
File Number)
|
22-3062052
(I.R.S.
Employer
Identification
No.)
|
732
North 129th Street, # 105
Omaha,
Nebraska 68154
(Address
of Principal Executive Offices)
(402)
614-0258
(Registrant’s
Telephone Number)
|
N/A
|
(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 (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)).
|
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¨
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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.
Employment Agreement with
George Tingo
On August
21, 2009, Gabriel Technologies Corporation (the “Company”) and George Tingo
entered into an Employment Agreement pursuant to which Mr. Tingo agrees to serve
as the President, Chief Executive Officer, and Chairman of the Board of
Directors of the Company and the President of Trace, LLC and Gabriel
Technologies, LLC, wholly-owned subsidiaries of the Company. The
Employment Agreement was effective retroactively to June 2, 2009 (the “Effective
Date”) and will expire on June 2, 2011, unless sooner terminated or extended in
accordance with the Employment Agreement. On January 25, 2010,
the Company and Mr. Tingo entered into an Amendment to the Employment Agreement
(the “Amendment”). Copies of the Employment Agreement and the
Amendment are attached as Exhibits 10.1 and 10.2 hereto. The
following summary of the Employment Agreement, as amended by the Amendment, is
qualified by reference to such exhibits.
Under the
Employment Agreement, Mr. Tingo is entitled to a salary of $12,500 per month,
payable bi-weekly, which salary may be reviewed and revised, in the discretion
of the Company, within 30 days following each anniversary of the Effective
Date. In addition to his salary, Mr. Tingo is entitled under the
Employment Agreement to receive 1% of the Proceeds (as defined) from any IP
Event (as defined) during his employment, which will vest as follows: (i)
1/24th of
1% of the Proceeds at the end of each 30-day period after the Effective Date
that Mr. Tingo remains in the continuous employ of the Company; (ii) if the
Company terminates Mr. Tingo’s employment for “cause” (as defined) or Mr. Tingo
voluntarily terminates his employment, Mr. Tingo will be entitled to his vested
interest in the Proceeds as of the date of his termination, provided, however,
that if Mr. Tingo terminates his employment due to a (a) reduction in his salary
in excess of 25% or (b) relocation of Mr. Tingo’s principal place of work by
more than 25 miles from Mr. Tingo’s now or then current residence, then such
termination will not constitute voluntary termination under the Employment
Agreement; and (iii) if Mr. Tingo’s employment terminates for any reason other
than termination by the Company for cause or by reason of Mr. Tingo’s death,
“disability” (as defined) or voluntary termination, Mr. Tingo will be
automatically vested in the entire 1% of the Proceeds. Under the
Employment Agreement, the Proceeds of an IP Event generally will include the
receipt by the Company or its subsidiaries of consideration in connection with
(i) any transaction relating to the intellectual property of the Company or its
subsidiaries; or (ii) a change in control of the Company or any of its
subsidiaries.
The
Company also has agreed in the Employment Agreement to: (i) provide or reimburse
Mr. Tingo for health insurance; (ii) reimburse Mr. Tingo, subject to
certain limitations, for all ordinary, necessary and reasonable expenses
incurred by him and that are directly related to the performance of his duties;
and (iii) provide Mr. Tingo with two weeks paid vacation per year.
The
Employment Agreement will terminate upon Mr. Tingo’s death or disability, and
may be terminated (i) unilaterally by either the Company or Mr. Tingo without
notice, without cause, and for any reason or (ii) by the Company for cause,
notwithstanding Mr. Tingo’s status as an at-will employee. In
the event the Company terminates Mr. Tingo’s employment without cause, the
Company has agreed in the Employment Agreement to pay him upon termination three
months’ salary at his then-current rate.
Promissory Note Purchase
Agreement and Promissory Note
The
Company has entered into a Promissory Note Purchase Agreement (the “Purchase
Agreement”) with several investors (collectively, the
“Investors”), pursuant to which the Investors had purchased from the Company as
of January 25, 2010
(the “Closing”) promissory notes (each, a “Note” and collectively, the “Notes”)
in the aggregate principal amount of $500,000. The net proceeds from
the sale of the Notes will be used for working capital and general corporate
purposes, including salaries and overhead and administrative expenses, expert
fees, legal fees, consulting fees, and fees in connection with the possible
future financing transactions.
The Notes
will accrue interest at the rate of 6% per annum. The Company will be
obliged to pay principal and interest payments on the Note to each Note holder
from the Net Proceeds (as defined) of the first to occur of the Whittle
Settlement (as defined) or an IP Event (as defined). In return for
every $100,000 principal amount of the Notes purchased, the Note holder will be
entitled to receive Additional Benefits (as defined) of 1% of the Net Proceeds
of an IP Event, subject to the satisfaction by the Company of All Company
Obligations Required To Be Paid By The Company (as defined). The
Additional Benefits must be paid, subject to certain terms and conditions,
within 10 business days after the final and complete funding of the first Event
(as defined) to occur.
To the
extent not paid previously, the entire principal unpaid balance of the Notes,
together with accrued interest, will be due and payable on December 31,
2010. Repayment of the Notes is subject to the condition that such
repayment will not render the Company insolvent (as defined in the Bankruptcy
Code). The Notes provide that, in the event the Notes are not paid
when due, the Note holders are to have a lien on all claims or causes of action
that are the subject of any Event.
2
The Notes
also provide that they are subordinate to all current and future indebtedness of
the Company to banks and other financial institutions that may be required to
obtain secured financing. The Form of Note is attached as Exhibit A
to the Purchase Agreement.
ITEM
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 regarding the Company’s recent sale of Notes
is incorporated herein by reference.
ITEM
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The
information set forth in Item 1.01 regarding Mr. Tingo’s Employment Agreement is
incorporated herein by reference.
ITEM
7.01 Regulation
FD Disclosure.
On
January 25, 2010, Mr. Tingo made available via the Company’s website (www.gabrieltechnologies.com)
a letter to the Company’s shareholders providing an update of recent
developments at the Company. A copy of the letter is attached hereto
as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information be deemed incorporated by reference into any filing by us under the
Securities Act of 1933, as amended, or the Exchange Act.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits
There are
filed as part of this report the exhibits listed on the accompanying Index to
Exhibits, which information is incorporated herein by reference.
3
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.
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GABRIEL
TECHNOLOGIES CORPORATION
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By:
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/s/
George Tingo
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George
Tingo
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||||
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President
and Chief Executive Officer
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||||
Dated:
January 27, 2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between Gabriel Technologies Corporation and George Tingo, dated
as of August 21, 2009.
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10.2
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Amendment
to Employment Agreement between Gabriel Technologies Corporation and
George Tingo, dated as of January 25, 2010.
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10.3
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Form
of Promissory Note Purchase Agreement, dated as of January 25,
2010.
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99.1
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Shareholder
Letter, dated as of January 25,
2010.
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5