Attached files
| file | filename |
|---|---|
| EX-10.1 - Ominto, Inc. | v197970_ex10-1.htm |
| EX-10.3 - Ominto, Inc. | v197970_ex10-3.htm |
| EX-10.4 - Ominto, Inc. | v197970_ex10-4.htm |
| EX-10.2 - Ominto, Inc. | v197970_ex10-2.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): September 30, 2010
MEDIANET
GROUP TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-49801
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13-4067623
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5200
Town Center Circle, Suite 601
Boca
Raton, FL 33486
(Address
and zip code of principal executive offices)
Registrant’s
telephone number, including area code: (561) 417-1500
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
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¨
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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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¨
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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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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement.
The information provided in response to
Item 5.02 of this Current Report on Form 8-K is hereby incorporated by
reference.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief
Financial Officer.
On September 30, 2010, MediaNet
Group Technologies, Inc. (the “Company”) appointed
Mark Mroczkowski to be its Chief Financial Officer.
From April 2008 until September 30,
2010, Mr. Mroczkowski was an independent consultant providing business advisory,
investment banking services and interim chief accounting officer and chief
financial officer services. Between April 2010 and September
30, 2010, Mr. Mroczkowski provided the Company with a variety of financial
and accounting services as a consultant. From 2000 to April 2008, Mr.
Mroczkowski was the Chief Operating Officer and Chief Financial Officer of
Sequiam Corporation, Inc., an OTCBB listed original equipment and design
manufacturer of biometric software and hardware located in Orlando,
Florida. From 1996 to 1999, Mr. Mroczkowski was the Chief Financial Officer
of GeoStar Corporation, a natural resources developer based in Mt. Pleasant,
Michigan. From 1985 to 1996, Mr. Mroczkowski was the Managing Partner
of Mroczkowski, Simmons & LaPlant, CPA’s of Tampa Florida. Mr. Mroczkowski
is 57 years old.
In connection with his appointment as
Chief Financial Officer, Mr. Mroczkowski entered into an employment agreement
with the Company and DUBLICOM LIMITED, DUBLI NETWORK LIMITED and Lenox
Logistik and Service GmbH, which has an initial term of two years. Thereafter,
the employment agreement shall renew annually for one year unless either party
gives at least 60 days prior written notice. Pursuant to the
employment agreement, Mr. Mroczkowski is entitled to a base salary of $162,000
per annum and such other compensation as is determined by the Company from time
to time. Contemporaneous with Mr. Mroczkowski’s execution of the employment
agreement, the Company granted him options (the “Options”) to purchase up to
five million shares of the Company’s common stock, at an exercise price of $.001
per share. Options exercisable for one million shares of common stock
vested at September 30, 2010 and the remaining Options exercisable for four
million shares are scheduled to vest evenly at the rate of 500,000 shares per
quarter, provided Mr. Mroczkowski is continuing to serve as the Company’s Chief
Financial Officer. Upon a “change in control” of the Company, all of
the Options shall automatically vest and be immediately
exercisable.
The employment agreement provides Mr.
Mroczkowski the right to terminate the agreement with “good reason” or
without cause on 90 days prior written notice.
In the event that Mr. Mroczkowski (i)
is terminated by us without cause or (ii) terminates his employment with us for
good reason, Mr. Mroczkowski shall be entitled to receive, in accordance with
regular payroll policies, any earned and unpaid compensation plus, the salary
otherwise payable to him over the next 6 months. Any unvested stock
options then held by Mr. Mroczkowski will vest immediately and options held
by Mr. Mroczkowski will remain exercisable for a period of ninety (90) days from
the date of such termination, but in no event later than the expiration date of
the option.
In the event that Mr. Mroczkowski dies
or is disabled, he or his estate would be entitled to receive any earned but
unpaid compensation up until the date of death or termination due to disability.
Any unvested stock options then held by the Mr. Mroczkowski will vest
immediately and options held by Mr. Mroczkowski, or his estate, will remain
exercisable for three (3) years from the date of the Mr. Mroczkowski’s death or
termination due to disability, but in no event later than the expiration date of
the option.
In the event that Mr. Mroczkowski is
terminated by us with cause or terminates his employment with us without good
reason, Mr. Mroczkowski shall be entitled to receive any earned but unpaid
compensation up until the time the deemed date of the termination of
services. Any unvested stock options then held by Mr. Mroczkowski
will be forfeited. Any vested options held by Mr. Mroczkowski
will remain exercisable for a period of ninety (90) days from the date of such
termination, but in no event later than the expiration date of the
option.
2
Mr. Mroczkowski has agreed not to
compete with the Company or competitively solicit the Company’s employees or
business associates during the course of his employment and for a period of one
year after his employment has been terminated.
As set forth above, since April 2010
Mr. Mroczkowski has provided the Company a variety of financial and accounting
services and received compensation in the amount of $77,083. Other
than the consulting agreement, the employment agreement and the granting of the
Stock Options pursuant to the employment agreement, there have been no
transactions since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, or series of similar transactions, to which the
Company was or is to be a party, and in which Mr. Mroczkowski had or will have a
direct or indirect material interest. There are no family
relationships between Mr. Mroczkowski and any other officer or director of the
Company.
Equity Award to Head of
Marketing.
On September 30, 2010, the Company
entered into a restricted stock award agreement with Betina Dupont Sorensen, the
Company’s Head of Marketing, whereby the Company granted five million shares of
restricted common stock (“Restricted Stock”) to
Ms. Sorensen. Ms. Sorensen’s interest in the shares of Restricted
Stock is expected to become transferable and nonforfeitable (“Vest”) as
follows:
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·
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One million (1,000,000) of the shares of
Restricted Stock Vested on September 30,
2010;
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·
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Five hundred thousand (500,000) of the
shares of Restricted Stock are scheduled to Vest at the end of each of the
eight calendar quarters immediately following September 30,
2010.
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In the event that Ms. Sorensen (i) is
terminated by us without cause, (ii) terminates her employment with us for good
reason or (iii) dies or is disabled, any unvested Restricted Stock then held by
Ms. Sorensen or her estate will vest immediately. In the event that
Ms. Sorensen is terminated by us with cause or terminates her employment with us
without good reason, any unvested Restricted Stock then held by Ms. Sorensen
will be forfeited.
Equity Award to General
Counsel.
On September 30, 2010, the Company
entered into a restricted stock award agreement with Andreas Kusche, the
Company’s General Counsel, whereby the Company granted four million four hundred
thousand shares of Restricted Stock to Mr. Kusche. Mr. Kusche ‘s
interest in the shares of Restricted Stock is expected to Vest as
follows:
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·
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Four hundred thousand (400,000) of the shares of
Restricted Stock Vested on September 30,
2010;
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·
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Five hundred thousand (500,000) of the
shares of Restricted Stock are scheduled to Vest at the end of each of the
eight calendar quarters immediately following September 30,
2010.
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In the event that Mr. Kusche (i) is
terminated by us without cause, (ii) terminates his employment with us for good
reason or (iii) dies or is disabled, any unvested Restricted Stock then held Mr.
Kusche or his estate will vest immediately. In the event that
Mr. Kusche is terminated by us with cause or terminates his employment with us
without good reason, any unvested Restricted Stock then held by Mr. Kusche will
be forfeited.
SECTION
8 – OTHER EVENTS
Item
8.01 Other Events.
Amendment to Articles of
Incorporation
The Company filed a certificate of
amendment (the “Charter Amendment”)
with the Nevada Secretary of State, effective September 30, 2010, for
the purpose of:
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·
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increasing
the number of authorized shares of our common stock (“Common Stock”)
from 50,000,000 shares to 500,000,000 shares;
and
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·
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increasing
the number of authorized shares of our preferred stock from 5,000,000
shares to 25,000,000 shares.
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The
foregoing description of the Charter Amendment does not purport to be complete
and is qualified in its entirety by the complete copy of the Charter Amendment,
which is filed as Exhibit A to the Definitive Schedule 14C Information Statement
filed by the Company on September 10, 2010.
Conversion of Series A
Preferred Stock
On September 30, 2010, immediately
following the effectiveness of the Charter Amendment, each outstanding share of
Series A Preferred Stock, of the Company ("Series A Preferred
Stock"), all of which was held by Zen Holding Group Limited (“Zen”), automatically converted into 55.514574 shares of Common
Stock. As a result, upon the conversion of the Series A
Preferred Stock, the Company issued 214,978,146 shares of Common
Stock in the aggregate to Zen. The issuance of the shares of Common
Stock was exempt from registration under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to Section 4(2) of the Securities
Act.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses
Acquired.
Not
Applicable
(b) Pro Forma Financial
Information.
Not
Applicable
(c) Shell Company
Transactions.
Not
Applicable
(d) Exhibits.
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Number
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Description
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10.1
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Employment
Agreement, dated as of September 30, 2010, between MediaNet Group
Technologies, Inc. and Mark Mroczkowski.
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10.2
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Non-Qualified
Stock Option Agreement dated as of September 30, 2010, between MediaNet
Group Technologies, Inc. and Mark Mroczkowski.
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10.3
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Restricted
Stock Award Agreement dates as of September 30, 2010, between MediaNet
Group Technologies, Inc. and Betina Dupont Sorensen.
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10.4
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Restricted
Stock Award Agreement dates as of September 30, 2010, between MediaNet
Group Technologies, Inc. and Andreas
Kusche.
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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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MediaNet
Group Technologies, Inc.
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(Registrant)
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Date: September
30, 2010
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By:
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/s/ Michael
Hansen
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Michael
Hansen
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Chief
Executive Officer
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