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EX-10.1 - CONSULTING AGREEMENT BY AND BETWEEN HAWK SYSTEMS, INC. AND GRIFFIN ENTERPRISES LLC DATED FEBRUARY 23, 2010.* - Hawk Systems, Inc. | hwsy_ex101.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): February 23,
2010
Hawk Systems, Inc. | ||||
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-49864
|
65-1089222
|
||
(State
or other jurisdiction
of
incorporation or organization)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
2385
NW Executive Center Drive, Suite 100
Boca
Raton, FL 33431
(Address
of principal executive offices) (Zip Code)
(561)
962-2885
(Registrant’s
telephone number, including area code)
(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.
Effective
February 23, 2010, Hawk Systems, Inc. (the “Company”) entered into a consulting
agreement (“Consulting Agreement”) with Griffin Enterprises LLC, a Florida
limited liability company (“Griffin”). Under the terms of the
Consulting Agreement, Griffin will provide certain consulting and liaison
services to the Company in connection with the establishment and implementation
of a corporate development growth plan to enable the Company to develop and
expand its business both in the private sector as well as the government
sector. The Consulting Agreement has a term of three months
ending on May 31, 2010 and provides for monthly compensation payable to Griffin
in the amount of $20,000 which first monthly payment is due and payable on or
before February 26, 2010. The remaining payments will be due and
payable on the first day of each month beginning on April 1, 2010.
The
description of the Consulting Agreement is qualified in its entirety by the full
text of the Consulting Agreement, which is filed herewith as Exhibit 10.1
to this Current Report on Form 8-K.
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT.
On
February 23, 2010, the Board of Directors of the Company approved the
termination of an investment banking agreement dated June 4, 2008 (“IB
Agreement”), as amended on February 13, 2009 and November 23, 2009, between the
Company and Cresta Capital Strategies, LLC (“Cresta”), a FINRA licensed
broker-dealer. The IB Agreement was terminated due to the fact that
Cresta’s services were no longer needed.
On June
4, 2008, the Company’s wholly-owned subsidiary, Hawk Biometric Technologies,
Inc., a Florida corporation (“Hawk Biometric”) entered into the IB agreement
with Cresta which provided for the payment of investment banking fees to Cresta
for a period of three years for transactions provided by listed sources as
follows:
Equity
Financing: Cash totaling 13% (10% commission, plus 3% non-accountable
expense allowance) of proceeds, and warrants equal to 10% of all securities
issued or issuable at closing (“Warrant Fee”);
Business
combinations: Cash totaling 13% (10% commission, plus 3%
non-accountable expense allowance) of consideration paid (cash and non-cash),
and the Warrant Fee; and
Debt
Financing: (i) an amount equal to 6% of any and all consideration received by
the Company in any debt financing not convertible into equity and a 1%
non-accountable expense allowance; (ii) 3% of any revolving credit line; (iii)
2% of any credit enhancement instrument, including on an insured or guaranteed
basis; and (iv) 6% of any revenue-producing contract, fee-sharing arrangement,
licensing, royalty or similar agreement.
On
February 13, 2009, the IB Agreement was amended and extended until February 13,
2010, and provided for the payment of $50,000 to Cresta as a success fee for the
completion of the merger transaction between the Company and Hawk Biometric as
well as monthly fee of $100,000 for a period of twelve months (“Amendment No.
1”). We subsequently renegotiated our relationship with Cresta and on
November 23, 2009, the Company and Cresta executed a second amendment to the IB
Agreement whereby the Company assumed the obligations under the Agreement and
which reduced the monthly fee payable to Cresta from $100,000 to $10,000
(“Amendment No. 2”). The IB Agreement further provided that the term
would automatically renew for an additional ninety (90) days unless terminated
in writing not less than thirty (30) days prior to the original or any
subsequent expiration date.
The
description of the IB Agreement is qualified in its entirety by the full text of
the IB Agreement, Amendment No. 1 and Amendment No. 2, which were filed as
Exhibits 10.4 and 10.5 to the Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (“SEC”) on August 19, 2009 and Exhibit 10.1
to the Quarterly Report on Form 10-Q filed with the SEC on November 25, 2009,
respectively.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e)
Compensatory Arrangements of Certain Officers
On
February 23, 2010, the Board of Directors of the Company agreed to amend the
employment agreement dated May 1, 2009 (the “Agreement”), between the Company
and Mr. David Coriaty, a member of the Company’s Board of Directors, effective
immediately.
2
The
Agreement previously provided for an annual salary of $780,000 or such other
annual rate of compensation as the Board of Directors of the Company may from
time to time determine (“Base Salary”), payable in equal monthly
installments. The Board of Directors of the Company and Mr.
Coriaty agreed to reduce his Base Salary to $500,000 for the fiscal year ended
December 31, 2010. In addition, Mr. Coriaty agreed to further amend
the Agreement to provide for payment of his Base Salary in the following manner:
$250,000 per annum in the form of the Company’s common stock, par value $.01, to
be paid quarterly to Mr. Coriaty beginning June 30, 2010 and the balance of the
$250,000 to be deferred until such time as the Board of Directors and Mr.
Coriaty agree otherwise. The terms of the amendment will be subject to
compliance with all applicable law. The Company and Mr. Coriaty have not
yet entered into a formal written amendment to the Agreement reflecting these
new terms.
The
description of the Agreement is qualified in its entirety by the full text of
the Agreement, which was filed as Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed with the SEC on August 19, 2009.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are filed pursuant to Item 1.01, Item 1.02 and Item
5.02:
10.1
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Consulting
Agreement by and between Hawk Systems, Inc. and Griffin Enterprises LLC
dated February 23, 2010.*
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10.2
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Exclusive
Investment Banking Agreement, dated as of June 4, 2008, by and between
Hawk Biometric Technologies, Inc., and Cresta Capital Strategies, LLC
(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on August 19,
2009).
|
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10.3
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Letter
Agreement amending Exclusive Investment Banking Agreement, dated February
13, 2009, by and between Hawk Biometric Technologies, Inc., and Cresta
Capital Strategies, LLC (incorporated by reference to Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q filed with the SEC on August 19,
2009).
|
10.4
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Amendment
No. 2 to the Exclusive Investment Banking Agreement, dated November 23,
2009, by and between Hawk Systems, Inc., and Cresta Capital Strategies,
LLC incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 25,
2009).
|
10.5
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Employment
Agreement between Hawk Systems, Inc. and David Coriaty dated May 1, 2009
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on August 19,
2009).
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Hawk
Systems, Inc.
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||||
Date: |
March 1, 2010
|
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/s/ Michael Diamant | |
By: |
Michael
Diamant, Chief
Executive
Officer
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EXHIBIT
INDEX
Consulting
Agreement by and between Hawk Systems, Inc. and Griffin Enterprises LLC
dated February 23, 2010.*
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10.2
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Exclusive
Investment Banking Agreement, dated as of June 4, 2008, by and between
Hawk Biometric Technologies, Inc., and Cresta Capital Strategies, LLC
(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on August 19,
2009).
|
|
10.3
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Letter
Agreement amending Exclusive Investment Banking Agreement, dated February
13, 2009, by and between Hawk Biometric Technologies, Inc., and Cresta
Capital Strategies, LLC (incorporated by reference to Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q filed with the SEC on August 19,
2009).
|
10.4
|
Amendment
No. 2 to the Exclusive Investment Banking Agreement, dated November 23,
2009, by and between Hawk Systems, Inc., and Cresta Capital Strategies,
LLC incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 25,
2009).
|
10.5
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Employment
Agreement between Hawk Systems, Inc. and David Coriaty dated May 1, 2009
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on August 19,
2009).
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