Attached files
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| EX-10.1 - RESIGNATION LETTER - Gener8xion Entertainment, Inc. | gnxe_ex101.htm |
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): July 1,
2010
______________
Gener8Xion
Entertainment, Inc.
(Exact
name of registrant as specified in its charter)
______________
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Delaware
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0-15382
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13-3341562
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7095
Hollywood Boulevard, Suite 1260, Hollywood, CA 90028
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code 323.874.9888
(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)
|
| 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))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.01
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Changes
in Control of Registrant.
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On July
1, 2010, Matthew Crouch, then Chairman of the Board of the Company, and his
wife, Laurie Crouch entered into a Stock Purchase and Sale Agreement (the
“Purchase Agreement”) and sold 8.8 million shares of stock in the Company (the
“Share Purchase”) to Richard and Marie Cook. Pursuant to the Purchase
Agreement, the purchase price is $.01 a share for a total of $88,000 (the
“Purchase Price”). The Cooks will pay the Purchase Price from their
own funds in monthly installments within 2 years. As a result of the
Share Purchase, the Cooks own approximately 51% of the outstanding Common Stock
of the Company.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) Resignation
of Directors
On July
16, 2010 at a meeting of the Board of Directors of the Company, Matthew Crouch
resigned as Chief Executive Officer, Chairman and director.
(c) Appointment
of Officers
On July
16, 2010 the Board of Directors met and appointed Richard Cook as the new Chief
Executive Officer for the corporation.
Richard
J. Cook, age 39, has been President of the Company since 2008 and has been the
de facto manager and chief operating officer of the Company for ten years. Mr.
Cook will continue to serve as the President of the Company.
(d) Appointment
of Directors
On July
16, 2010 the Board of Directors elected Ronald Heineman as director and Chairman
of the Board of Directors to fill the vacancy caused by the resignation of
Matthew Crouch. Ronald Heineman, age 53, is the Chief Executive
Officer and Chairman of the Board of Debut Broadcasting Corporation, a publicly
held company. Mr. Heineman was formerly the Chief Executive Officer
of Resolve Incorporated, ELS Inc and General Employment Enterprises which are
publically held companies. Mr. Heineman is currently Managing
Director of the Investment Fund, Riverfalls Financial Services, and has served
on the board of directors with Debut Broadcasting and other public companies. In
addition, he has served as Chief Restructuring Officer (CRO) and CEO of several
of RiverFalls portfolio Companies. Mr. Heineman has Bachelors and
Masters degrees.
(e) Material
Compensatory Plan, Contract or Arrangement
The
Company has entered into an Employment Agreement dated July 16, 2010 with its
President and Chief Executive Officer, Mr. Richard Cook. The material
terms of the agreement are as follows;
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●
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Mr.
Cook agreed to a reduction in his annual salary to $85,000 per year and he
will be entitled to bonuses for each theatrical production
completed.
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●
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The
term of the agreement is 36 months and the Company may terminate for cause
with 90 days notice. If the Company terminates without cause,
it will be obligated to pay Mr. Cook all remuneration promised under the
agreement.
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Item
9.01
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Financial
Statement and Exhibits.
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(d)
Exhibits.
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10.1
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Resignation
Letter
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2
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.
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Gener8Xion
Entertainment, Inc.
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By:
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/s/
Richard J. Cook
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Richard
J. Cook
President
and Chief Executive Officer
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Date: August
13, 2010
3
INDEX
TO EXHIBITS
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10.1
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Resignation
Letter
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4