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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
December 22, 2009
Date of Report (Date of Earliest Event Reported)
Iron Eagle Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22965 84-1414869
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(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation or organization Identification Number)
9600 E. Arapahoe Road, Suite 260
Englewood, Colorado 80112
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(Address of principal executive offices, Zip Code)
(303) 705-8600
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(Registrant's telephone number, including area code)
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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
CCG Investor Relations Partners LLC
On December 22, 2009, the registrant entered into a letter of
engagement with CCG Investor Relations Partners LLC to provide investor
relation services. In consideration for such services, CCG waived all
cash fees for the initial period of January 1, 2010 through March 31,
2010. For the period commencing April 1, 2010 through June 30, 2010,
CCG shall receive a discounted retainer of $5,500.00 per month upon
invoice at the beginning of each month, plus approved out of pocket
expenses. For the period commencing July 1, 2010 through December 31,
2010, CCG shall receive a retainer of $8,000.00 per month plus approved
out of pocket expenses.
As an incentive to the achievement of the highest sustainable value for
the registrant's securities, the registrant shall sign and issue to CCG
Investor Relations Partners LLC, no later than January 15, 2010 a
warrant to purchase 0.725% of the registrant's common stock or 145,000
of the registrant's restricted common stock at a price of $1.00 per
share based on 20,000,000 fully diluted shares at $1.00 per share post
reverse merger and subject to adjustment up or down based on the final
share count. The warrant shall have a term of five (5) years and
include a "Cashless Exercise Provision", as well as "Piggyback
Registration Rights" upon the filing with the Securities and Exchange
Commission on Forms S-1, F-1 or any other such form as is available for
such registration. In addition, the registrant shall also issue CCG
Investor Relations Partners LLC, 0.725% of the registrant's common
stock, or 145,000 shares of the registrant's stock based on based on
20,000,000 fully diluted shares and subject to adjustment up or down
based on the final share count.
Incomplete Contingent Agreement
As disclosed on Form 8-K filed on January 11, 2010, the registrant
agreed in principal to the terms of a share exchange agreement with
Iron Eagle Group, a Nevada corporation and the shareholders of Iron
Eagle Nevada on January 8, 2010. The three groups have not as of yet
completed all of the terms necessary to complete the Agreement.
Pursuant to certain terms of the Agreement, the registrant will issue
from its treasury an aggregate of 373,491,825 shares of its common
stock to the Iron Eagle Nevada shareholders. In exchange, the Iron
Eagle Nevada Shareholders will surrender all of their issued and
outstanding Iron Eagle Nevada one-class common stock. The Agreement
shares are to be held by an escrow agent until Iron Eagle Nevada
completes the Acquisition Requirement. However, the Iron Eagle Nevada
shareholders have voting rights on the Agreement Shares by means of a
voting trust through the escrow agent while the shares are in escrow
and the Agreement is pending.
The Acquisition Requirement requires that, on or before October 8,
2010:
(i) the registrant shall acquire one or more construction,
infrastructure or related companies with aggregate fiscal 2009 or last
twelve months audited EBITDA, adjusted for non-recurring expenses, of
at least $1,800,000; or
(ii) the registrant's board of directors unanimously votes to
authorize the release of the Agreement Shares.
If Iron Eagle Nevada fails to meet the Acquisition Requirement, the
Agreement Shares will be returned by the escrow agent to the
registrant.
The registrant has reviewed Iron Eagle Nevada's plan to complete the
Acquisition Requirement and has concluded there is significant
uncertainty as to completing the Acquisition Requirement. Based on
this determination, the Agreement is not recognized at this time and
its fair value is not reliably measurable.
Additionally, the registrant is still required to transfer the
Agreement Shares to the escrow agent and Iron Eagle Nevada is still
required to make certain required payments that are necessary prior to
the close of the Agreement support the fact that the Agreement did not
close as of March 31, 2010 nor as of the date of this report.
As part of the Agreement, Iron Eagle Nevada provided a $10,000 advance
to the registrant in January 2010. In the event that Iron Eagle Nevada
fails to complete its performance obligations under either the
Agreement or the Acquisition Requirement, the registrant is released
from its obligation to repay the $10,000 advanced funds. Accordingly,
the registrant has recognized the $10,000 advance by Iron Eagle Nevada
as additional paid in capital.
If the Agreement is completed, the Acquisition Requirement satisfied,
and the Agreement Shares are eventually released to the Iron Eagle
Nevada shareholders; there will be a change in the ownership control of
the registrant as the Iron Eagle Nevada shareholders will then own 92%
of the registrant's issued and outstanding common shares. The
financial records of the registrant and Iron Eagle Nevada would then be
consolidated.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On May 4, 2010, the registrant authorized the issuance of four million
three hundred fifty thousand restricted common shares to CCG Investor
Relations Partners, LLC for investor relation services. The common
shares were valued at $.03 per common share. Additionally, CCG was
granted warrants to purchase up to four million three hundred fifty
thousand for an exercise price of $0.033 per common share.
On May 4, 2010, the registrant granted the issuance one million six
hundred sixty six thousand, six hundred sixty seven (1,666,667) common
shares at a value of $.03 per common share to Gary J. Giulietti for
joining the board of directors. The restricted common shares were
issued pursuant to Section 4(2) of the Securities Act of 1933.
On May 4, 2010, the registrant authorized the issuance of two hundred
thousand common shares to Dana Jones for his services in designing the
corporate website at a value of $.03 per common share. The restricted
common shares were issued pursuant to Section 4(2) of the Securities
Act of 1933.
On June 9, 2010, the registrant authorized the issuance of forty
million restricted common shares to Steve Antebi for his advisory
services at the value of $.01 per common share. The restricted common
shares were issued pursuant to Section 4(2) of the Securities Act of
1933.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
On May 4, 2010, Gary J. Giulietti was appointed to serve as a director
of Iron Eagle until the next annual meeting of the shareholders.
On May 4, 2010, Michael J. Bovalino was appointed by the Board of
Directors as the Chief Executive Officer of Iron Eagle.
On May 4, 2010, Eric Hoffman accepted his appointment by the Board of
Directors as the Chief Financial Officer and Controller of Iron Eagle.
Due to the appointments of additional officers, Jason M. Shapiro
resigned from the office of Chief Financial Officer and was appointed
Executive Vice President of Corporate Strategy on May 7, 2010.
Resumes:
Gary J. Giulietti. Since 2000, Mr. Giulietti has been president of the
northeast operations and a member of the executive committee of Lockton
Companies, LLC, an independently owned commercial insurance brokerage
firm. From 1980 to 2000, Mr. Giulietti was vice chairman, worldwide
construction for Willis, a construction/surety broker, where he oversaw
and managed a worldwide construction insurance practice consisting of
domestic offices and 140 international offices. He also assisted in
large and mid-cap construction companies in providing their insurance
needs as they took their businesses public. Mr. Giulietti earned a
Bachelor of Arts degree in Business and Political Science from St.
Michael's College in 1973.
Michael J. Bovalino. From January 2008 to present, Mr. Bovalino has
been chief operating officer and executive vice president of Medical
Acoustics LLC, a medical device/consumer products company. From 2003
to 2007, Mr. Bovalino was the chief executive officer of Pyramid
Management Group, Inc., a commercial real estate development company.
From 1997 to 2003, Mr. Bovalino was chief executive officer of
Energet!x Corporation, a subsidiary of RGS Energy Group, an energy
company. Mr. Bovalino earned a bachelor of science in business
administration degree from the State University of New York in 1977.
Mr. Bovalino attended the Advanced Management Program at Columbia
University Graduate School of Business in 1988. Mr. Bovalino earned a
Master of Information Technology from Polytechnic University in 1995, a
Master of Business Administration from Pace University in 1990 and a
Certificate Program in Strategic Analysis at the Wharton Graduate
School of Business, University of Pennsylvania in 1989
Eric J. Hoffman. Mr. Hoffman was an executive vice president and chief
financial officer from 2004-2007, executive vice president from 2007-
2008 and executive vice president and chief operating officer from
2008-2009 for Masco Contractor Services, a provider of installed
products for homebuilders. Previously, Mr. Hoffman was Vice President
and Group Controller for the Southeast Group of Cardinal Health's
Healthcare Supply Chain Services - Pharmaceutical business. Mr. Hoffman
was controller from 1996-1999 and the vice president of finance and
technology from 1999-2001 for Polyone Distribution, a subsidiary of
PolyOne Corporation, a provider of specialized polymer materials,
services and solutions. Mr. Hoffman graduated with a Bachelor of
Science degree in Business Administration from John Carroll University.
Mr. Hoffman is a certified accountant.
Executive Compensation. On April 26, 2010, the registrant entered into
an employment agreement with Michael J. Bovalino for his services as
chief executive officer. The term of the agreement is for thirty
months. The agreement may be terminated with or without cause by Iron
Eagle or upon written notice.
Mr. Bovalino's compensation and/or other benefits will accrue until
either 1) the registrant acquires a target company or companies with a
combined 2009 EBITDA of $4.0 million or 2) the registrant raises at
least $10 million from investors. Mr. Bovalino shall be paid an annual
gross base salary of $300,000.00 to be reviewed by the registrant
annually.
Cash Base Salary. The registrant will pay Bovalino an annual gross
base salary in cash of $175,000.00 payable at least semi-monthly.
Equity Base Salary. The registrant will pay Mr. Bovalino an annual
gross base salary in equity of $125,000.00. This will be issued to Mr.
Bovalino at least annually and will vest semi-monthly over the year.
Bonuses. At the sole discretion of the registrant's board of
directors, Mr. Bovalino will be eligible to receive a cash and equity
bonus of up to 100% of base salary each year. The relative percentage
of cash and equity in the bonus will be similar to the cash and equity
mix in the base compensation. The bonuses will be based upon actual
performance of the registrant as determined by the board of directors.
The timing, amount and payment terms of any such bonus if granted shall
be at the sole discretion of the board of directors.
Options. The board of directors will create a compensation committee
that will, in conjunction with the executive management, create an
option package. The compensation committee will make annual stock
option grant awards pursuant to the registrant policies and guidelines,
based on employee's service to the registrant and overall performance
criteria. The timing, amount and dispersal of the options granted
shall be at the sole discretion of the board of directors and based on
Mr. Bovalino's annual review.
On May 3, 2010, the registrant entered into an employment agreement
with Eric J. Hoffman for his services as chief financial officer. The
term of the agreement is for two years. The agreement may be
terminated with or without cause by the registrant or upon written
notice.
Mr. Hoffman's compensation and/or other benefits will accrue until
either 1) the registrant acquires a target company or companies with a
combined 2009 EBITDA of $4.0 million or 2) the registrant raises at
least $10 million from investors. Mr. Hoffman shall be paid an annual
gross base salary of $225,000.00 to be reviewed by the registrant
annually.
Cash Base Salary. The registrant will pay Hoffman an annual gross
base salary in cash of $125,000.00 payable at least semi-monthly.
Equity Base Salary. The registrant will pay Mr. Hoffman an annual
gross base salary in equity of $100,000.00. This will be issued to Mr.
Hoffman at least annually and will vest semi-monthly over the year.
Bonuses. At the sole discretion of the board of directors, Mr.
Hoffman will be eligible to receive a cash and equity bonus of up to
100% of base salary each year. The relative percentage of cash and
equity in the bonus will be similar to the cash and equity mix in the
base compensation. The bonuses will be based upon actual performance of
the registrant as determined by the board of directors. The timing,
amount and payment terms of any such bonus if granted shall be at the
sole discretion of the board of directors.
Options. The board of directors will create a compensation committee
that will, in conjunction with the executive management, create an
option package. The compensation committee will make annual stock
option grant awards pursuant to the registrant's policies and
guidelines, based on employee's service to the registrant and overall
performance criteria. The timing, amount and dispersal of the options
granted shall be at the sole discretion of the board of directors and
based on Mr. Hoffman's annual review.
ITEM 8.01 OTHER EVENTS
On June 5, 2010, the registrant entered into an advisory agreement with
Steven Antebi. Pursuant to the agreement, Mr. Antebi shall provide, on
a non-exclusive basis, services related to financial consulting and
public relations matters. The agreement shall remain in effect until
June 5, 2013 unless otherwise mutually agreed upon by the registrant
and Mr. Antebi. As compensation for his services, Mr. Antebi was
issued 40,000,000 restricted common shares of the registrant valued at
$.01 per common share.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
No. Description
10-1 CCG letter of engagement
10-2 CCG Warrant
10-3 Michael E. Bovalino Employment Agreement dated May 4, 2010
10-4 Eric J. Hoffman Employment Agreement dated May 4, 2010
10-5 Steve Antebi Advisory Agreement dated June 5, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Iron Eagle Group, Inc.
By: /s/ Michael E. Bovalino
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Michael E. Bovalino
Chief Executive Officer
Dated: July 2, 2010