Attached files
| file | filename |
|---|---|
| EX-10.2 - EMPLOYMENT AGREEMENT WITH KEVIN CLAUDIO - Helix Wind, Corp. | helix_8k-ex1002.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT WITH SCOTT WEINBRANDT - Helix Wind, Corp. | helix_8k-ex1001.htm |
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 22, 2010
HELIX WIND,
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
|
000-52107
(Commission
File Number)
|
20-4069588
(IRS
Employer Identification No.)
|
13125
Danielson Street, Suite 101
Poway, California
92064
(Address
of Principal Executive Offices, Zip Code)
(858)513-1033
(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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On April
26, 2010, St. George Investments LLC and the Company executed the “Second Note” as previously
announced and subject to the Note and Warrant Purchase Agreement dated March 30,
2010 in the principal amount of $130,000 (net proceeds of
$100,000). The execution and funding of the note was accelerated to
April 26, 2010 from its originally scheduled date of on or about
May 1, 2010. The remaining three additional corresponding Convertible Secured
Promissory Notes are now anticipated to be executed between the parties over the
next 75 days. Reference is made to the Company’s Current Report on Form 8-K that
was filed with the SEC on April 6, 2010, and Exhibits 10.1, 10.2 and 10.4 of
that report, for a complete description of the terms and conditions of the
financing and additional Convertible Secured Promissory Notes.
The discussion set forth in Item 5.02
below regarding the new employment agreements for Scott Weinbrandt and Kevin
Claudio is incorporated into this Item 1.01.
|
Item
2.04.
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
|
On April
23, 2010, the Company received a notice from St. George Investments, LLC, a
Illinois limited liability company (“St. George”) notifying the Company that a
liquidity default had occurred under the Convertible Secured Promissory Note,
dated March 30, 2010, in the principal amount of $779,500 made by the Company in
favor of St. George (the “First Note”).
As a
result of the decrease in the market value of the Company’s common stock, St.
George has the right to exercise its default remedies under the Pledge Agreement
with Kenneth O. Morgan which would result in St. George receiving the 4,800,000
shares of the Company’s common stock
pledged by Kenneth O. Morgan, and Kenneth O. Morgan receiving the 6,000,000
shares of the Company’s common stock
which was placed into escrow by the Company. Additionally, the outstanding
amount on the First Note was increased by 125% and the interest rate under the
Note increased to 15% and the balance of the First Note, as increased, plus all
accrued interest, fees, costs and penalties are due and payable within 30 days
of notice.
Reference
is made to the Company’s Current Report on Form 8-K that was filed with the SEC
on April 6, 2010, and the exhibits of that report, for a complete description of
the terms and conditions of the Note, pledge agreement and
financing.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements for Certain
Officers
|
The
Company entered into a new employment agreement with Scott Weinbrandt effective
as of April 22, 2010. Mr. Weinbrandt serves has the Company’s Chief
Executive Officer and President, and is the Chairman of the Board of
Directors. The employment agreement has an initial term of three
years, and supersedes his previous employment agreement. Pursuant to
the agreement, Mr. Weinbrandt will receive a base salary of $225,000 beginning
May 1, 2010, subject to annual increases as provided in the
agreement. Mr. Weinbrandt is also entitled to participate in the
Company’s incentive compensation plan, if any, and to receive an annual bonus of
$50,000 upon completion of phase three of the Company’s operational plan within
2010, and to receive annual bonuses thereafter at the discretion of the Board of
Directors. In addition, Mr. Weinbrandt is entitled to participate in
certain benefit plans in effect for the Company employees, as well as vacation,
sick and holiday pay in accordance with policies established and in effect from
time to time. In connection with the agreement, Mr. Weinbrandt was
granted an option to purchase 1,200,000 shares of the Company’s common stock
under the Company’s stock option plan at an exercise price equal to the closing
price of the Company’s shares on April 22, 2010 and vesting terms consistent
with previous grant. Mr. Weinbrandt is also entitled to a severance payment if
employment with the Company is terminated with or without cause, or if Mr.
Weinbrandt voluntarily terminates his employment.
-2-
The
Company has entered into a new employment agreement with Kevin Claudio effective
as of April 22, 2010. Mr. Claudio serves has the Company’s Chief
Financial Officer. The employment agreement has an initial term of
three years, and supersedes his previous employment
agreement. Pursuant to the agreement, Mr. Claudio’s current base
salary is $200,000 annually, subject to annual increases as provided in the
agreement. Mr. Claudio is also entitled to participate in the Company’s
incentive compensation plan, if any, and to receive an annual bonus of $50,000
upon completion of phase three of the Company’s operational plan within 2010,
and to receive annual bonuses thereafter at the discretion of the Board of
Directors. In addition, Mr. Claudio is entitled to participate in
certain benefit plans in effect for the Company employees, as well as vacation,
sick and holiday pay in accordance with policies established and in effect from
time to time. In connection with the agreement, Mr. Claudio was
granted an option to purchase 1,400,000 shares of the Company’s common stock
under the Company’s stock option plan at an exercise price equal to the closing
price of the Company’s shares on April 22, 2010 and has vesting terms consistent
with senior management. Mr. Claudio is also entitled to a severance payment if
employment with the Company is terminated with or without cause, or if Mr.
Claudio voluntarily terminates his employment.
The
foregoing summary of the employment agreements is qualified in its entirety by
reference to the amendment agreements that are attached as exhibits to this
report, and are incorporated by reference into this Item 5.02.
In
connection with the new employment agreements, the Company also amended the
previously executed option agreements between the Company and Mr. Weinbrandt and
Mr. Claudio to reduce the exercise price of their options to the closing price
of the Company’s shares on April 22, 2010, and in the case of Mr. Claudio, to
also provide for the vesting of his options consistent with senior management
grants.
|
Item
9.01
|
Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
10.1
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Employment
Agreement with Scott Weinbrandt dated April 22,
2010
|
|
Exhibit
10.2
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Employment
Agreement with Kevin Claudio dated April 22,
2010
|
-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.
| HELIX WIND, CORP. | |||
|
|
By:
|
/s/ Scott Weinbrandt | |
| Name: | Scott Weinbrandt | ||
| Title: | Chief Executive Officer | ||
Date: April 27, 2010
-4-