Attached files
| file | filename |
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| EX-9.01A - BLACKHAWK CAPITAL GROUP BDC INC | v205111_ex9-01a.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
9, 2010
BLACKHAWK
CAPITAL GROUP BDC, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
814-00678
(Commission
File
Number)
|
20-1031329
(IRS
Employer
Identification
No.)
|
|
880
Third Avenue, 12th
Floor,
New
York, New York
(Address
of principal executive offices)
|
10022-4730
(Zip
Code)
|
Registrant’s
telephone number,
including area code:
(646)
833-1030
|
Not Applicable
|
|
(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))
|
|
Section
1
|
Registrant's Business and
Operations
|
|
Item
1.01
|
Entry into a Material
Definitive Agreement
|
Interim Agreement With
Walter V. E. Parker
On
December 9, 2010 Blackhawk Capital Group BDC Inc., a Delaware corporation and
business development company under the Investment Company Act of 1940 (the
"Company"), entered into an interim employment agreement ("Interim Agreement")
with Walter V. E. Parker ("Executive"). The term of the Interim
Agreement is the first to occur of one year from the execution of the Interim
Agreement or 90 days after final closing of Blackhawk's $5,000,000 (maximum)
common stock offering under Regulation E of the Securities Act of 1933
("Offering") when the Company will execute a formal employment agreement with
the Executive ("Formal Agreement"). The purpose of the Interim
Agreement is to have a President in place at the Company while the Company
conducts its Regulation E Offering (as defined herein) who can assist with
selling shares in the Offering and conducting the business and operations of the
Company. The Board of Directors of the Company approved the interim
agreement on December 6, 2010 by unanimous written consent.
Under the
Interim Agreement, the Executive shall serve as President and will be paid a
base salary of $10,000 for the first six months and $15,000 for the remainder of
the term. His salary accrues, however, until the Company raises
$1,000,000 in the Offering. He also receives the following stock
options pursuant to the Company's Stock Option Plan and approval by the
Company's Stock Option Committee: (a) upon $1,000,000 being raised in the
Offering, 250,000 options at an exercise price of $.40 per share; (b) upon the
next $1,000,000 being raised in the Offering, an additional 250,000 options at
the exercise price of $.40; (c) upon the next $1,000,000 being raised in the
Offering, an additional 200,000 options at the exercise price of $.40; and (d)
upon the next $1,000,000 being raised in the Offering, an additional 200,000
options at the exercise price of $.40 per share. Until the Formal Agreement is
entered into by the Company and the Executive, if the Executive is terminated
for any reason other than cause and the Company has placed at least $1,500,000
of the Offering, he receives the greater of accrued salary to date or $100,000
severance payment and his options granted to date vest.
Stock Option
Plan
On
November 25, 2008, the Board of Directors approved the Company's Stock Option
Plan ("Stock Option Plan") by unanimous written consent, with all independent
directors consenting to the approval of the Stock Option Plan. Zabala
and Concorde, a significant shareholder of the Company for which Zabala also
serves as Chairman, President and Chief Executive Officer, who held as of
November 25, 2008 approximately 37.42% of the Company's outstanding Common Stock
and adopted a resolution in December 2008 by written consent of stockholders to
approve the Stock Option Plan. In addition, other stockholders owning
15.83% (as of November 25, 2008) of the Company's outstanding shares of Common
Stock have adopted a resolution by written consent of stockholders approving the
Stock Option Plan. In accordance with the regulations of the
Securities and Exchange Commission (the "Commission"), the stockholders' consent
became effective 21 days following December 22, 2008, the mailing date of the
Information Statement to the Company's stockholders. Pursuant to the
Stock Option Plan, options for 3,000,000 shares of common stock are available
for grant to the Company's officers, directors and key employees. The
Stock Option Plan is subject to the provisions of the Investment Company Act
applicable to business development companies.
2
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Section
5
|
Corporate Governance and
Management
|
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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
|
(c)(1) Reference
is made to the disclosure set forth in Item 1.01 above which is fully
incorporated herein by reference which describes the Interim Agreement, which
information is fully incorporated herein by reference.
(c)(2) Reference
is made to the disclosure set forth in Item 1.01 above which is fully
incorporated herein by reference which describes the Interim Agreement, which
information is fully incorporated herein by reference.
(c)(3) Reference
is made to the disclosure set forth in Item 1.01 above which is fully
incorporated herein by reference which describes the Interim Agreement, which
information is fully incorporated herein by reference.
(e) Reference
is made to the disclosure set forth in Item 1.01 above which is fully
incorporated herein by reference which describes the Interim Agreement, which
information is fully incorporated herein by reference.
|
Section
9
|
Financial
Statements and Exhibits
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|
Item
9.01
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Financial
Statements and Exhibits
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Exhibit 9.01(a) Interim Agreement
between the Company and Executive.
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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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Date: December
9, 2010
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BLACKHAWK
CAPITAL GROUP BDC, INC.
|
|
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By:
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/s/ Craig A. Zabala
|
|
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Craig
A. Zabala
Chief
Executive Officer
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