Attached files
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EX-3.1 - Brownie's Marine Group, Inc | v204831_ex3-1.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) December 7, 2010
BROWNIE’S MARINE GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-28321
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90-0226181
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
940 N.W. 1st Street, Fort Lauderdale, Florida
33311
(Address
of Principal Executive Office) (Zip Code)
(954) 462-5570
(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:
¨
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))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
December 7, 2010 Brownie’s Marine Group, Inc. (the "Company") expanded its board
of directors to three members by written consent of the board of
directors. Mikkel Pitzner and Wesley Armstrong were appointed by
Robert Carmichael, the sole member of the Company’s board of directors, to fill
the newly created vacancies on the board of directors (see Item 5.03
below).
Mr.
Pitzner has served as chief executive officer of Copenhagen Limousine Service
since 1996, a corporate limousine service company based in Denmark. Since 2001
he has served as chief executive officer of The Private Car Company, also a
corporate transportation company located in Denmark. Since 2007, he has been a
partner and board member with FT Group Holding, an advertising company based in
Denmark and Sweden. From 2003 through 2005 he owned and operated Halcyon
Denmark, an importer and distributor of Halcyon diving products. The
Company’s chief executive officer is an affiliate of Halcyon Manufacturing,
Inc. He also serves on the board of directors of VMC Pitzner, AGJ
Pitzner, SMCE Pitzner, Corona Pitzner, construction companies in
Denmark. Mr. Pitzner currently owns approximately 990,182 shares of
the Company’s common stock. He also owns warrants exercisable to
purchase up to147,727 shares of the Company’s common stock, exercisable at $0.22
per share and options to purchase up to 75,000 shares of the Company’s common
stock, exercisable at $0.25 per share which were issued under a consulting
agreement.
Mr.
Armstrong has over 25 years of experience in business and
government. Since 2008, he has served as vice president of
myplaninput, llc, an economic and community development consulting
firm. He also currently serves as president of
westhefinancialplanner, llc a registered investment advisor in North Carolina.
From 2007 to 2008 Armstrong was a financial consultant with Southern Community
Bank in Greensboro, NC. From 2006 to 2007 he was Vice President at
Wachovia Securities in Greensboro, North Carolina. Mr. Armstrong
serves on the Board of Advisors for the Department of Interior Architecture at
UNC-Greensboro. He holds advanced certifications in City Planning and
Financial Planning. From 2004 through 2006 he served as vice
president at First Tennessee Bank. He owns 100,000 restricted shares
of the Company’s common stock and options to purchase 75,000 shares of the
Company’s commons stock exercisable at $0.25 per share which were issued under a
consulting agreement.
The
Company has entered into general consulting agreements with Mr. Pitzner and Mr.
Armstrong, which provide for the issuance of the options referenced
above. The consulting agreements recently expired.
Except as
otherwise disclosed herein, there are no related party transactions between the
Company and the newly appointed directors requiring disclosure under Item 404(a)
of Regulation S-K.
Except as
otherwise disclosed herein, no arrangements or understandings and no family
relationships exist between Mr. Pitzner and the Company or any director or
executive officer of the Company. Except as otherwise disclosed
herein, no arrangements or understandings and exist between Mr. Armstrong and
the Company or any director or executive officer of the Company. Mr.
Armstrong is a cousin of the Company’s chief executive officer. Mr.
Armstrong and Mr. Pitzner are determined to be “independent directors” as
defined under NASDAQ Rule 4200(a)(15).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 7, 2010, the board of directors amended the Company’s bylaws to permit
the members of the board of directors to fill any vacancy on the board of
directors without shareholder vote.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
3.1
Amendment to Bylaws
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
BROWNIE’S
MARINE GROUP, INC.
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Date: December
7, 2010
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/s/ Robert Carmichael
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Robert
Carmichael
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Chief
Executive Officer
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