Attached files
file | filename |
---|---|
EX-5.3 - GISSER AUTOMOTIVE CONCEPTS INC | v178156_ex5-3.htm |
EX-5.1 - GISSER AUTOMOTIVE CONCEPTS INC | v178156_ex5-1.htm |
EX-5.2 - GISSER AUTOMOTIVE CONCEPTS INC | v178156_ex5-2.htm |
U.S.
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 20, 2010
Gisser
Automotive Concepts, Inc.
(Exact
name of registrant as specified in its charter)
New
York
(State or
other jurisdiction of incorporation)
13-3948927
|
||
(IRS Employer Identification No.)
|
52 Edison
Court
Monsey,
New York 10952
(845)
356-8008
(Address
and telephone number of principal executive offices and place of
business)
(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)
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 240.14-12)
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 13ed-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a)(1)
Gisser Automotive Concepts, Inc. (the “Registrant” or the “Company”) is
notifying the Commission of the removal for cause from the board of directors,
Mr. Thomas G. Haff due to numerous reasons as described below and under extreme
urgency.
(i) The
date of this unconditional and absolute removal was January 7, 2010. The
Registrant held a meeting without notice due to the urgency of the situation. A
quorum was present and unanimously voted to remove said director with no
opposition.
(ii) At the time, Mr. Haff was
Director and was listed as Production Manager; both positions did not hold any
significant duties or obligations as the Company was not in production or
requiring any similar and or advisory services from Mr. Haff who has proved to
be inexperienced with much of these matters.
(iii) The
relationship the Company had with Mr. Haff was non-salaried. No employee
agreement, verbally or in writing, was ever entered into by the Company. From
time to time, the Company paid Mr. Haff for certain services relating to the
repair or maintenance of the Company’s property with reliability and quality
problems that became more apparent over time.
On or about March 1, 2009, the Company
agreed to pay Mr. Haff for some repair services on one of our assets that was
agreed to be completed in a timely manner. It was estimated that 40 hours of
work was required to be done plus some damages that were caused directly by Mr.
Haff while the assets was in his possession. Mr. Haff did not have the knowledge
to make the base repairs which were performed by an employee of the Company and
was only to perform the finishing work. These repairs were paid for to Mr. Haff,
however, he made ongoing excuses procrastinating and delaying the repairs while
representing that they were almost complete. He received payment in full over
the course of several months yet refused to release the assets. Even after nine
months in his possession, no completion date of the work was apparent to the
Company. By withholding key assets of the Company he prevented the Company from
proceeding with our business plan and has caused considerable damage and
financial losses which has had an adverse effect on the Company.
However the most severe of his actions
was that after the Company demanded possession of these assets that were
rightfully owed by the Company, Mr. Haff schemed in an attempt to extort and
blackmail the Company for $50,000 which was immediately reported to the
authorities and to the Company’s counsel. When Mr. Haff realized the degree and
magnitude of his crime and with the assistance of the Company’s legal counsel,
Mr. Haff reluctantly submitted to grant the Company rightful access and the
return of the damaged and incompletely repaired assets of the Company. During
this period, it was also revealed that Mr. Haff had an undisclosed criminal
record which gives more reason why the Company immediately removed him as
Director and believes that he is not a party with whom any association would be
beneficial for the Company.
Through these recent interactions with
Mr. Haff, he has demonstrated that any of these services he performed were
substandard and demonstrated lack of care, inexperience, and insubordination for
the better of the Company. Further, he caused other damages to the Company’s
assets while in his possession.
The Company intended to engage Mr. Haff
as an employee once production had commenced, however, the actions described
here and other reasons illustrate how this would continue to be unfavorable and
cause extremely adverse results for the Company. He had not performed any work
for the Company in the intended position of Production Manager since the Company
has not entered into production. It has also become more understandable why Mr.
Haff has not been successful in his ventures and had lost his past
businesses.
Besides the causes for removal
mentioned here, Mr. Haff has physical disabilities that he has represented have
progressively worsened or have been used as an excuse to delay services
rendered. In either case, this will prevent him from performing any work similar
to what he may have done for the Company in the intended capacity thereby making
him unsuitable or beneficial for any position within the Company now or anytime
in the future.
The Company plans to pursue Mr. Haff
civilly for all damages as well as criminally for his statements and actions
that according to the Company’s counsel may constitute extortion that is in
violation of both New York and Federal laws. Further it may serve as a Predicate
Act giving rise to civil and criminal liability under the Racketeer Influenced
and Corrupt Organizations Act (commonly referred to RICO). It is also a direct
violation of the Federal Hobbs Acts according to our counsel. The Company will
also closely investigate what shares were issued to Mr. Haff and will demand the
return of those shares that he was issued for incomplete services, damages to
Company assets and for assets he never delivered to the Company.
(3)(i)
The Company has provided Mr. Haff with a Letter of Removal dated January 7, 2010
and is included here as Exhibit 5.1 on this Form 8-K disclosure which has also
been sent to Mr. Haff by USPS simultaneously on the day the Registrant filed
these disclosures with the Commission. To date, Mr. Haff has disregarded any
contact made with regard to his removal. Mr. Haff was also sent a letter from
the Registrant’s attorney dated January 19, 2010 regarding the reasons that
prompted his removal. This letter is included in this 8-K as Exhibit 5.2. The
Board of Directors Meeting held on January 7, 2010 is included here as Exhibit
5.3.
The Company has not identified, decided
on, or appointed a replacement Director and/or Production Manager, however, this
type of work is well sought out and there are many more coconscious, honest and
able bodied parties who would greatly surpass the deficient work ability and
ethics of Mr. Haff. Once the Company is closer to production, we will seek out
and engage the services of a Production Manager with more experience that would
be optimum for the Company.
Item 9.01 Exhibits
(c)
|
Exhibits.
|
5.1
|
Written Consent Dismissing Thomas Haff dated January 7, 2010 |
|
|
5.2
|
Letter from counsel dated January 19, 2010 |
5.3
|
Letter from Gisser Automotive Concepts, Inc. dated January 7, 2010 |
2
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.
Date:
March 20, 2010
|
By:
|
/s/
Daryl K. Gisser
|
|
Name:
Daryl K. Gisser
|
|||
Title:
Chief Executive Officer, President
|
3