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): April 26, 2010
Entrx
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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0-2000
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95-2368719
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|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer ID No.)
|
|
incorporation
or organization)
|
||
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800
Nicollet Mall, Suite 2690
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||
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Minneapolis,
Minnesota
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55402
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(Address
of Principal Executive Office)
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(Zip
Code)
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Registrant's
telephone number, including area code: (612) 333-0614
(Former
name or former address, if change 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
( ) 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 13c-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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
21, 2010, at a duly called and held meeting of the Board of Directors (the
“Board”) of Entrx Corporation, the Board voted to appoint Brian F. Cassady to
become a member of the Board, to fill one of the vacant positions on the Board.
Mr. Cassady’s appointment as a director was subject to his written
acceptance. Mr. Cassady was notified of the Board’s action on April
22, 2010. On April 26, 2010, Mr. Cassady provided Entrx Corporation
with written acceptance of his appointment. As a result of Mr. Cassady’s
appointment to the Board, the Board consists of five members.
Up until
April 22, 2010, Mr. Cassady, together with an affiliate, had acquired 737,498
shares of the Entrx Corporation’s common stock in open market
transactions. In January 2010, Mr. Cassady asked if Entrx Corporation
would consider him as a member of Entrx Corporation’s Board. After an
investigation into Mr. Cassady’s background, including a review of his business
and educational experience, the Board on April 22, 2010, issued an invitation to
Mr. Cassady to become a director of Entrx Corporation. That
invitation was accepted by Mr. Cassady on April 26, 2010. Prior to
this date, none of the officers or directors of Entrx Corporation had any
affiliation or were personally acquainted with Mr. Cassady (other than through
the discussions indicated above), nor had Entrx Corporation or any of its
affiliated persons engaged in any transaction with Mr. Cassady.
Mr.
Cassady, 43 years of age, has been the President of 510 Ocean Drive Advisors,
Inc., doing business as Black Management Advisors, at 510 Ocean Drive, Suite
501, Miami Beach, Florida, since August 2007. Black Management
Advisors is primarily involved in the business of investing in and providing
financial and operational turnaround, restructuring and interim management
services to financially troubled companies. From August 2002 until
June 2007, Mr. Cassady was a director in the turnaround and restructuring
services practice of AlixPartners LLC located in Southfield,
Michigan.
There is
no arrangement or understanding between Entrx Corporation and Mr. Cassady, or to
Entrx Corporation’s knowledge, any third person regarding his appointment as a
Board member. The Board has not discussed or decided upon Mr.
Cassady’s appointment to any committee of the Board. Mr. Cassady is
not a party to, or expected to participate in any plan, contract or arrangement
whereby he would receive compensation from Entrx Corporation. The
Board has in the past provided the members of its Board with annual stock
grants. If such stock grants are made in 2010, it is likely that Mr.
Cassady will participate in those grants along with other members of the
Board.
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.
| ENTRX CORPORATION | |||
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Date:
April 27, 2010
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By:
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/s/ Brian D. Niebur | |
| Brian D. Niebur, Treasurer and | |||
| Chief Financial Officer | |||