UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) April 14, 2010
Brekford
International Corp.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
|
000-52719
|
20-4086662
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
7020
Dorsey Road, Suite C, Hanover, Maryland 21076
(Address
of Principal Executive Offices)(Zip Code)
(443)
557-0200
(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 (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))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(b)-(c) Resignation of executive
officer
On April
14, 2010, Mr. Tin Khin, the chief financial officer of the registrant, Brekford
International Corp. (the “Company”) provided his notice of resignation to the
board of directors of the Company (the “Board”) effective on that
date. Mr. Khin will continue his employment with the Company as vice
president of finance.
Appointment of executive
officer
Effective
April 14, 2010, the Board appointed the Company’s chief executive officer, Mr.
C.B. Brechin, to the position of chief financial
officer. Mr. Brechin has served as our chief executive officer
and treasurer since July 8, 2008. Prior to that time, he served
as treasurer and general manager of Brekford’s Pelican division
beginning in January 2006. He has also served as a director of the Company
since January 2006. He co-founded Pelican in 1997 and served as its
president from 1997 until January 2006. His duties have included without
limitation advancing the Company’s strategic direction, managing all aspects of
corporate and government sales, including sales strategy,
partnership/vendor relationships, corporate structure, contract acquisition, and
training and development as well as overseeing Company’s financial planning,
cash flow and risk analysis by opportunity, financial reporting and internal
auditing.
Certain
relationships and related transactions with newly-appointed executive
officer
On
October 1, 2009, Mr. Brechin and two of the Company’s other directors, entered
into a stock purchase agreement on behalf of the Company (the “Stock Purchase
Agreement”), with the court-appointed receiver, Robert D. Gordon (the
“Receiver”), for our former stockholder Legisi Marketing, Inc, to repurchase
18,910,000 shares of our common stock, par value $.0001 per share ("Common
Stock") and cancel 10,000,000 common stock purchase warrants exercisable at $.39
per share (the “Warrants”), which shares of Common Stock and Warrants had been
in the custody of the Receiver. The aggregate purchase price for the securities
under the Stock Purchase Agreement was $700,000. The repurchased shares of
Common Stock and Warrants were returned to the Company’s treasury and
cancelled. The Company financed the transaction from the proceeds of
convertible promissory notes issued on November 9, 2009 by the Company in favor
of our directors, Messrs. C.B. Brechin, Scott Rutherford and our former director
and secretary Mr. Bruce Robinson, in the respective principal amounts of
$250,000, $250,000 and $200,000 (each, a “Promissory Note, and together, the
“Promissory Notes”). Each Promissory Note is convertible into shares of Common
Stock, at the option of each holder, at a conversion price of $.07 per share,
and bears 12% interest per annum. The Company agreed to pay the
unpaid principal balance of the Promissory Notes and all accrued and unpaid
interest on the date that is the earlier of (i) two (2) years from the issue
date of the notes, or (ii) ten (10) business days from the date of closing by us
of any equity financing generating gross proceeds in the aggregate amount of not
less than Five Million Dollars ($5,000,000) (the “Maturity
Date”). The outstanding balance due on the Promissory Notes as of
April 14, 2010, including principal and interest, is $251,150.68, $251,150.68
and $200,920.55 for each of the notes held by Messrs. C.B. Brechin, Scott
Rutherford, and Bruce Robinson, respectively, and the accrued interest paid to
the noteholders to date on each of the notes equals $9,945.22, $9,945.22 and
$7,956.18, respectively.
There are
no family relationships between Mr. Brechin and the Company’s other directors
and executive officers.
|
Item
8.01
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Other
Events
|
The
annual meeting of stockholders for the Company will be held on Friday, June 18,
2010, at 12:00 p.m., E.D.T. (the “Annual Meeting”), at 7020 Dorsey Road, Suite
C, Hanover, Maryland 21076.
Because
the date of the Annual Meeting will be more than 30 days before the anniversary
of last year’s annual meeting, the Company is informing its stockholders,
pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended,
of the following revised deadline for submission of stockholder proposals to be
considered at the Annual Meeting. In order for a stockholder proposal to be
eligible for inclusion in the proxy statement for the Annual Meeting, such
proposal must be received by the Company at its principal executive offices no
later than April 28, 2010, which is two days prior to the date on
which the Company expects to make available its proxy materials to
stockholders.
Stockholder
proposals should be directed to the attention of C.B. Brechin, chief executive
officer, Brekford International Corp., 7020 Dorsey Road, Suite C, Hanover,
Maryland 21076 .
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 thereunto
duly authorized.
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Brekford
International Corp.
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||
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(Company)
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||
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By:
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/s/
C.B. Brechin
|
|
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Name:
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C.B.
Brechin
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|
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Title:
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Chief
Executive Officer and Chief Financial
Officer
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|
Date: April
15, 2010