Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
May 19, 2011
Date of Report (Date of Earliest Event Reported)
Iron Eagle Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22965 27-1922514
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(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation or organization Identification
Number)
61 West 62nd Street, Suite 23F
New York, New York 10023
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(Address of principal executive offices, Zip Code)
(888) 481-4445
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(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:
[ ] 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))
2
Item 1.01 Entry into a Material Definitive Agreement
On January 21, 2011, the registrant acquired the equity of its only
operating business, Delta Mechanical Contractors, LLC. The purchase
price of approximately $9.0 million was paid by the registrant's
issuance of a purchase note originally due on June 2, 2011. Subsequent
to the acquisition, the registrant and Bruce A. Bookbinder, the former
owner of DMC and its parent entity, the owner agreed to reduce the note
to $8.8 million pursuant to clauses in the acquisition agreement.
On May 31, 2011, Mr. Bookbinder agreed to extend the due date of this
note to September 2, 2011. The registrant's debt obligation is secured
by a pledge of 100% of the membership interest in Sycamore Enterprises
LLC, DMC's parent entity and our wholly-owned subsidiary. In the event
that such note is not paid when due, it is highly probable that Mr.
Bookbinder will exercise his rights to the collateral and retake
possession and ownership of Sycamore and DMC. As a result, the
registrant will lose its entire equity investment in DMC and have no
business operations. The registrant is totally dependent upon receipt
of the minimum net proceeds of its proposed public offering to raise
the capital necessary to retire its $8.8 million debt obligation to Mr.
Bookbinder.
Consideration for the granting of the Extension Period. The registrant
and DMC shall, within ten (10) days following payment of the note,
secure a full release of the indemnity by and among Mr. Bookbinder,
related entities of Mr. Bookbinder and Berkley Regional Insurance
Company and/or its affiliates or subsidiaries. The registrant and DMG
shall take all reasonable steps necessary to provide Berkley with the
substitute collateral satisfactory to Berkley to provide the Release.
Indemnity Bond. In the event that the registrant and DMC has not
satisfied the extension conditions within thirty (30) days after the
payment of the note, the registrant and DMC shall immediately deliver
to Mr. Bookbinder an indemnity bond, or other mutually agreed upon
form(s) of indemnity, in a form satisfactory to Mr. Bookbinder and
mutually satisfactory to the Parties, indemnifying Mr. Bookbinder
personally as obligee for any obligations to Berkley or payments
required to be made by Mr. Bookbinder and/or related entities of Mr.
Bookbinder to Berkley, pursuant to the terms of the Indemnity
Agreement. It is further agreed that the amount of the Indemnity Bond
shall be no less than one hundred (100%) percent of the aggregate cost-
to-complete of all Open Bonds, exclusive of gross profit or change
orders that have not been approved as of the payment of the note.
Notwithstanding the aforementioned, the indemnity bond shall not
indemnify Mr. Bookbinder for acts of fraud, intentional
misrepresentation, gross negligence or willful misconduct.
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointments of Certain Officers; Compensatory Arrangements
of Certain Officers
Appointment and Resignation of Officers
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On July 13, 2011, Joseph LoCurto voluntarily resigned as chairman due
to the changing needs of the registrant effective July 13, 2011. The
registrant and Mr. LoCurto agreed to terminate the consulting agreement
effective immediately. Mr. LoCurto entered into a mutual release
agreement with Mr. LoCurto whereby the registrant agreed to that it
would owe Mr. LoCurto a total of $67,500 consisting of $62,500 for
entering into the agreement and $5,000 for out of pocket expenses.
On July 13, 2011, Joseph Antonini was appointed the chairman of the
board of directors of the registrant effective July 13, 2011. Mr.
Antonini was already a director of the registrant since July 2010.
Employment Agreements
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On May 24, 2011, we entered into a new employment agreement with Jason
Shapiro that is effective as of April 1, 2011 and expires on March 31,
2015, with annual renewals thereafter, unless previously terminated by
either party. Pursuant to such employment agreement, Mr. Shapiro
agreed to serve as our chief operating officer, chief financial officer
and a member of our board of directors. The employment agreement
provides for an annual base salary of $225,000 through December 31,
2011, with minimum increases in such base salary of $25,000 per year in
each of calendar 2012, 2013 and 2014, and thereafter. In addition under
the terms of his employment agreement, Mr. Shapiro will be entitled to
participate in 25% of our cash bonus plan pool and will be entitled to
receive other incentive bonuses of up to 100% of his base salary,
payable in such amounts and at such times as determined in the sole
discretion of the compensation committee of the board of directors.
On May 24, 2011, we entered into a new employment agreement with Jed
Sabio that is effective as of April 1, 2011 and expires on March 31,
2015, with annual renewals thereafter, unless previously terminated by
either party. Pursuant to such employment agreement, Mr. Sabio agreed
to continue to serve as our executive vice president of corporate
development and a member of our board of directors. The employment
agreement provides for an annual base salary of $225,000 through
December 31, 2011, with minimum increases in such base salary of
$25,000 per year in each of calendar 2012, 2013 and 2014, and
thereafter. In addition under the terms of his employment agreement,
Mr. Sabio will be entitled to participate in 25% of our cash bonus plan
pool and will be entitled to receive other incentive bonuses of up to
100% of his base salary, payable in such amounts and at such times as
determined in the sole discretion of the compensation committee of the
board of directors.
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Item 8.01 Other Events
Waiver of Compensation
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Iron Eagle Nevada entered into an agreement on November 15, 2009 with
Belle Haven Partners, LLC to assist Iron Eagle Nevada with business
development planning, raising additional capital, and accessing the
public markets. Jason Shapiro, one of Belle Haven's employees is also
on our management team. Belle Haven is 100% owned by Jake Shapiro, a
major shareholder of the registrant. Iron Eagle Nevada agreed to pay
Belle Haven $20,000 per month starting September 1, 2009, as well as to
reimburse them for all out-of-pocket expenses. As of March 31, 2011,
December 31, 2010 and December 31, 2009, we had accrued $515,000,
$453,000 and $213,000, respectively in amounts due to Belle Haven for
both out-of-pocket and consulting expenses. This agreement was
unanimously approved by all shareholders of Iron Eagle Group Nevada and
all the independent directors of registrant.
In accordance with an agreement we entered into with Belle Haven and
Jake A. Shapiro on May 19, 2011, Belle Haven and Jake A. Shapiro agreed
to waive and relinquish $60,000 of obligations owed to such persons
that accrued during the three month period ended March 31, 2011, and
further agreed upon completion of the public offering by Aegis Capital
of raising at least $10.0 Million is public equity ("Public Raise"),
Jake A. Shapiro agreed to convert $479,440 of the registrant accrued
obligations as at December 31, 2010 into shares of common stock at an
effective conversion price of 80% of the offering price in the Public
Raise. In addition the Jake A. Shapiro has agreed not to sell or offer
to sell such shares or other shares of common stock they own in the
registrant for a period of 12 months following the completion of our
proposed public offering, except pursuant to a Board approved lock-up
agreement.
Conversion of Obligations
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In May 19, 2011, Jason M. Shapiro also agreed to waive and relinquish
$75,000 of obligations owed to him that accrued during the three month
period ended March 31, 2011, and further agreed upon completion of this
offering to convert $221,250 of other accrued compensation obligations
of the registrant owed to him as at December 31, 2010 into shares of
common stock at an effective conversion price of 80% of the offering
price in the Public Raise. In addition Mr. Shapiro has agreed not to
sell or offer to sell such shares or other shares of common stock he
owns in the registrant for a period of 12 months following the
completion of the proposed public offering, except as per a board of
directors' approved lock-up agreement.
In accordance with an agreement we entered into with Mr. Sabio on May
19, 2011, effective upon completion of the proposed public offering,
Mr. Sabio will waive and relinquish $151,250 of the registrant's cash
and stock compensation obligations that accrued for the benefit of Mr.
Sabio during the three month period ended March 31, 2011. Upon
completion of the proposed public offering our only remaining
outstanding obligations to Jed Sabio shall consist of accrued salary
and out-of-pocket expenses from April 1, 2011.
5
Joseph E. Antonini and Gary J. Giulietti, two of our non-executive
directors, have agreed to waive an aggregate of $25,000 of directors
cash fees that accrued during the three month period ended March 31,
2011, and convert a total of $55,684 of directors compensation accrued
as at December 31, 2010 into shares of common stock at an effective
conversion price of 80% of the offering price in the public raise, and
have further agreed to enter into a lockup agreement as to their shares
of the registrant identical to the terms of such agreements entered
into with other executive officers and directors.
Glen R. Gamble and Robert A. Hildebrand, two of our former officers,
have agreed to waive an aggregate of $54,000 of their consulting fees
that accrued during the three month period ended March 31, 2011.
Messieurs Gamble and Hildebrand have also agreed that upon the Public
Raise, to convert a total of $216,000 of consulting expenses accrued as
at December 31, 2010 into shares of common stock at an effective
conversion price of 80% of the offering price in the Public Raise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
No. Description
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99-1 Compensation Waiver Agreement dated May 19, 2011
99-2 Conversion Agreement dated May 19, 2011
99-3 Press Release dated July 13, 2011
99-4 Employment Agreement for Jason M. Shapiro
99-5 Employment Agreement for Jed M. Sabio
99-6 Extension and Indemnity Agreement dated May 31, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Iron Eagle Group, Inc.
By: /s/Jason M. Shapiro
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Jason M. Shapiro
Chief Executive Officer
Dated: July 19, 2011
