Attached files
| file | filename |
|---|---|
| EX-10.1 - WRITTEN CONSENT BY SHAREHOLDERS - Exmovere Holdings, Inc. | exmo_ex101.htm |
| EX-10.2 - RESOLUTION BY THE BOARD OF DIRECTORS - Exmovere Holdings, Inc. | exmo_ex102.htm |
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): April 9, 2010
Exmovere
Holdings, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
DELAWARE
|
000-52713
|
20-8024018
|
|
(State
or other jurisdiction
of incorporation or organization) |
(Commission
file
no.)
|
(IRS
Employee
Identification
No.)
|
1600
Tysons Boulevard, 8th
Floor
McLean,
VA 22102
(Address
of Principal Executive Offices)
(703)
245-8513
(Registrant’s
Telephone Number, Including Area Code)
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:
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
5.02 (a) Departure of Directors
On April
9, 2010, Delbert Blewett was removed as a director of Exmovere Holdings, Inc.
(the “Company”) by written consent of the majority of the owners of the
Company’s shares (the “Shareholder Written Consent”) after the expiration of his
one year term as director due to a conflict of interest between his role as
President for Horizon International Inc. (“Horizon”) and his role as director
for the Company. The action was taken in accordance with a) Section
10 of Article III of the Bylaws, which provides that one or more or all the
Directors of the Company may be removed with or without cause at any time by the
shareholders, at a special meeting of the shareholders called for that purpose,
and if a Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director and b) Section 8 of Article II of the Bylaws which provides that for
any corporate action, other than the election of Directors, the affirmative vote
of the majority of shares entitled to vote on that matter at a meeting of
shareholders at which a quorum is present shall be the act of the shareholders
of the Company. More information about Horizon’s relationship with
the Company can be found in the Form 8K filed by the Company on March 3,
2010.
The
foregoing description of the Shareholder Written Consent is not intended to be
complete and is qualified in its entirety by the complete text of the
Shareholder Written Consent attached as an exhibit to this Current Report on
Form 8-K.
Item
5.02 (b) Departure of Directors and Officers
On April
9, 2010, the Board of Directors of the Company accepted Mr. Joseph’s Meuse’s
apparent resignation as a director of the Company. Mr. Meuse did not
provide formal notice of resignation to the Company. Mr. Meuse had
stopped attending meetings and the Company eventually discovered through Mr.
Meuse’s attorney that Mr. Meuse resigned. The reasons for his
resignation are not clear.
On April
9, 2010, Delbert Blewett was removed as secretary of the Company in accordance
with Section 3 of Article IV of the Bylaws of the Company, which provides that
any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time.
The
foregoing description is qualified in its entirety by the complete text of the
Exmovere Holdings, Inc. Resolution of Board of Directors (the “Board
Resolution”) attached as an exhibit to this Current Report on Form
8-K.
2
Item
5.02 (c) Election of Directors and Officers
On April
9, 2010, in order to fill the two vacancies on the Company board and pursuant to
the Resolution, Joseph Batty, age 69 and William Douglas Heath were elected as
directors of the Company. Joseph Batty was also elected as secretary
of the Company. William Douglas Heath will serve as the Company’s
independent director.
The
foregoing description is qualified in its entirety by the complete text of the
Board Resolution attached as an exhibit to this Current Report on Form
8-K.
Joseph
Batty is currently an officer of BT2 International Inc. and he owns
approximately 40% of that company through a holding company that he
controls. Mr. Batty has been a Chartered Accountant in Canada since
1966 and is a member of the Institute of Chartered Accountants of
Alberta. He has served as a financial consultant to both publicly
traded and private companies over the last five years. From April 1999 through
January 2005, Mr. Batty has served as the Chief Financial Officer of Canglobe
International, Inc., a publicly traded company listed on the NASD
over-the-counter bulletin board and located in Las Vegas,
Nevada. From December 2002 through February 2004, Mr. Batty has
served as the Chief Financial Officer of Hydro International Inc., a publicly
traded company listed on the NASD over-the-counter bulletin board and located in
Tampa, Florida. Mr. Batty is a citizen of Canada.
William
Douglas Heath retired from the U.S. Army as an intelligence officer in 1990.
Following his military service he wrote a book on contract for the U.S.
Government, Handbook of the
Republic of the Marshall Islands. He later served in the
Middle East, Europe and U.S. as a management consultant for Booz & Company,
specializing in strategy and restructuring. Mr. Heath joined
Electronic Data Systems in 1994 where he led several consulting practices in
business process re-engineering, supply chain and operations management. In 2000
he became the Global Director of Aerospace and Defense for the company, with
responsibility worldwide for service delivery and sales to these major
industries, including 100 clients in 30 countries. He retired from Electronic
Data Systems in 2002 and started Results Associates, a strategy and business
improvement consultancy. Mr. Heath has worked with clients in Nigeria, the Czech
Republic, Singapore, the Bahamas, El Salvador, Mauritius, Canada and the
U.S.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
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.
|
Exmovere
Holdings, Inc.
|
||
|
By:
|
/s/
David Bychkov
|
|
|
David
Bychkov
Chief
Executive Officer
|
||
Date:
April 14, 2010
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