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): February 2, 2011
TEACHING
TIME, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
000-164968
|
27-1739487
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
7609
Ralston Rd.
Arvada,
CO 80002
(Address
of principal executive offices, including zip code)
720-204-1013
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
¨
|
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))
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Item
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On
February 1, 2011, the Company’s then Board of Directors, consisting of Lisa
Lamson and Daniel McKelvey, (i) submitted their resignations as officers and
directors of the Company effective February 2, 2011, (ii) increased the size of
the Board from two to three members effective February 2, 2011, (iii) elected as
new directors V. Ray Harlow, Kenneth J. Koock and Lynden B. Rose, also effective
February 2, 2011, each to serve until the next annual meeting of shareholders or
until their respective successors are duly elected and qualified or upon
the earlier of their death, resignation or removal, (iv) appointed Paul
Vassilakos as President and Chief Executive Officer of the Company effective
February 2, 2011.
The Board
also authorized the issuance of 50,000 shares of the Company’s Common Stock to
each new director and to its new President and Chief Executive Officer in
consideration of their services to the Company in 2011.
The
following table sets forth certain information regarding the new directors and
officer:
Name
|
Age
|
Position(s)
|
||
V.
Ray Harlow
|
58
|
Director
|
||
Kenneth
J. Koock
|
66
|
Director
|
||
Lynden
B. Rose
|
50
|
Director
|
||
Paul
Vassilakos
|
34
|
President
and Chief Executive Officer
|
The
principal occupations and business experience for the new directors and officer
are as follows:
V. Ray Harlow has served as
the Chief Executive Officer and Managing Member since 2007 of Palm Acquisition
Partners, LLC, a Fort Lauderdale-based company which is in the business of
acquiring underperforming stripper oil operations. Mr. Harlow also serves as the
Chief Executive Officer of Latitude Energy Services, LLC from February
2011. Mr. Harlow served as the Chief Executive Officer and as a
Director of Maverick Oil and Gas, Inc. from March 2005 until August
2006. From August 2003 until March 2005, Mr. Harlow was Chief
Executive Officer and Managing Member of Hurricane Energy, LLC. From
August 1987 until October 1997, he was with Sun Company, Inc. (Sunoco), where he
served as Chairman and Managing Director of Sun International Oil Company from
1991 to 1997. Prior to his tenure at Sunoco, Mr. Harlow held
executive management positions with Arco, Amoco and Transcontinental
Oil. Mr. Harlow received a Bachelor of Science Degree in Geology and
Chemistry from Abilene Christian University.
Kenneth J. Koock has served as
the Chief Executive Officer of Sydys Corporation since May 2006. Mr.
Koock serves on the Board of Directors Latitude Solutions, Inc. since March
2010. In March 2003, he founded Kenneth J. Koock & Assoc., a
financial consulting firm which assists public and private companies on business
and financial matters. He also served as Vice Chairman of M.H.
Meyerson, an investment banking firm until 2003. During his nearly
30-year investment banking and corporate finance career, Mr. Koock has developed
a broad range of experience in capitalizing public and private companies through
various stages of fund raising. Mr. Koock currently serves as the
Chairman of the Board of Directors of Angstrom Technologies, Inc., a technology
company specializing in security. Mr. Koock has been a member of the
New York Bar Association since 1966, was a member of the Security Traders
Association of New York from 1977 to 2003, and held Series 7, 55 and 63
licenses. Mr. Koock earned a Bachelor of Arts Degree from Duke
University and a Juris Doctor degree from St. Johns Law School.
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Lynden B. Rose is a partner in
the law firm of Stanley, Frank & Rose, LLP in Houston. Since
1992, he also has served as counsel to the West Palm Beach law firm The Rose Law
Firm. From 2004 until 2007, Mr. Rose was a partner in the law firm of
Lynden B. Rose, P.C. and from 2002 until 2004, Mr. Rose was a sole practitioner
in the law firm of Lynden B. Rose, Attorney at Law, in Houston. From
1992 until 2000, he was a Partner in the law firm of Wilson Rose &
Associates. Since 2003, Mr. Rose also served as President of LM Rose
Consulting Group, and since 1991, he has served as President of Rose Sports
Management, Inc. Mr. Rose is a member of the Oil, Gas and Energy
Resources Law Section of the State Bar of Texas. From 1982 until
1984, he was a professional basketball player drafted by the Los Angeles Lakers
and played with the Las Vegas Silvers and in Europe. Mr. Rose
graduated from the University of Houston and received his Juris Doctorate from
the University of Houston.
Paul Vassilakos has been the
assistant treasurer of Cullen Agricultural Holding Corp. (“CAH”) since October
2009. CAH is a development stage agricultural company which was
formed in connection with the business combination between Triplecrown
Acquisition Corp. and Cullen Agricultural Technologies, Inc. ("Cullen Agritech")
in October 2009. At CAH, Mr. Vassilakos is responsible for business
development, maintenance of financial accounts and public company
reporting. Prior to CAH's formation, Mr. Vassilakos assisted
Triplecrown Acquisition Corp. with the completion of its initial public offering
and later the business combination with Cullen Agritech. In July 2007, Mr.
Vassilakos founded Petrina Advisors, Inc. (“Petrina”), a privately held advisory
firm formed to provide investment banking services for public and privately held
companies, and has served as it's president since it's
formation. Petrina’s clients have consisted of companies which
collectively held over one billion dollars in trust, with the aim of completing
reverse mergers with privately held companies. Mr. Vassilakos
also founded and, since December 2006, serves as the vice president of, Petrina
Properties Ltd., a privately held real estate holding company. In
July 2007, Mr. Vassilakos was engaged as a consultant to assist Endeavor
Acquisition Corp. with it's business combination with American Apparel Inc., a
California based retail apparel company, which was completed in December
2007. From February 2002 through June 2007, Mr. Vassilakos served as
vice president of Elmsford Furniture Corp., a privately held furniture retailer
in the New York area. From July 2000 through January 2002, Mr. Vassilakos was an
Associate within the Greek Coverage Group of Citigroup’s UK Investment Banking
Division. During this time, Mr. Vassilakos assisted with the execution of
M&A transactions, securitizations, as well as debt and equity offerings for
some of Greece’s largest publicly traded companies, including OTE and Antenna
TV. From July 1998 through July 2000, Mr. Vassilakos was an Analyst
within the Industrial Group of Salomon Smith Barney’s New York Investment
Banking Division. During this time, Mr. Vassilakos assisted with the execution
of M&A transactions, as well as debt and equity offerings for large US
publicly traded industrial companies, including Alcoa, Inc. and Cyprus Amax.
From February 1996 through June 1998, Mr. Vassilakos was a Registered Securities
Representative at Paine Webber CSC - DJS Securities Ltd, during which time he
provided securities brokerage services to private clients. Mr. Vassilakos
received a BS in finance from the Leonard N. Stern Undergraduate School of
Business in 1998 and was a licensed Registered Securities Representative (Series
7 and 63) from February 1996 through February 2002.
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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.
Teaching Time, Inc. | |||
Date: February
5, 2011
|
By:
|
/s/ Paul Vassilakos | |
Name: | Paul Vassilakos | ||
Title: | President and Chief Executive Officer | ||
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