Attached files
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| EX-10.1 - Luvu Brands, Inc. | v199391_ex10-1.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): October 19, 2010 (October 14,
2010)
WES
Consulting, Inc.
(Exact
name of registrant as specified in Charter)
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Florida
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000-53314
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59-3581576
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2745
Bankers Industrial Drive
Atlanta,
GA 30360
(Address
of Principal Executive Offices)
(770)
246-6400
(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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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
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Entry
into a Material Definitive
Agreement.
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On
October 14, 2010, Belmont Partners, LLC (“Belmont”) and WES Consulting, Inc.
(the “Registrant”) executed a Settlement Agreement and General Release
(“Settlement and Release”) regarding the 750,000 shares of common stock of the
Registrant that were owed to Belmont pursuant to a Common Stock Purchase
Agreement dated September 2, 2009 by and among Liberator, Inc., the Registrant,
and Belmont (the “Obligation”). The purchase agreement was previously
filed as an exhibit to Amendment No. 1 to the Registrant’s Current Report on
Form 8-K filed with the Commission on March 24, 2010, and the description of the
purchase agreement is incorporated herein by reference. The
Settlement and Release contains an introductory paragraph that states it is
“made as of the 13th day of October, 2010,” but the parties executed the
Settlement and Release on October 14, 2010.
Under the
terms of the Settlement and Release, the Registrant agreed to issue, and Belmont
agreed to accept, 350,000 restricted shares of its common stock in full
satisfaction of the Obligation and in exchange for the Registrant releasing
Belmont from any claims against Belmont that the Registrant had or has relating
to an alleged violation of short swing profit rules enacted under Section 16(b)
of the Securities Exchange Act of 1934. Belmont disputed any alleged violation
of short swing profit rules.
A copy of
the Settlement and Release is filed with this report as Exhibit 10.1 and is
incorporated by reference herein. The foregoing description of the
Settlement and Release does not purport to be complete and is qualified in its
entirety by reference to the full text of the Settlement and
Release.
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ITEM 9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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10.1
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Settlement
Agreement and General Release between WES Consulting, Inc. and Belmont
Partners, LLC, effective October 14,
2010.
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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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WES
Consulting, Inc.
(Registrant)
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Date:
October 19, 2010
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By:
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/s/
Louis S. Friedman
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Louis
S. Friedman
Chief
Executive Officer and President
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