Attached files
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: August 9, 2011
LATITUDE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-54194 41-2251802
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
190 NW SPANISH RIVER BLVD., SUITE 101, BOCA RATON, FL 33431
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(Address of Principal Executive Offices) (Zip Code)
(561)417-0644
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Registrant's telephone number, including area code
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(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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
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On August 9, 2011, Latitude Solutions, Inc. ("the Company") received $3,000,000
in connection with the exercise of its Class A Warrant. The Warrant was
exercised at $1.00 per share and the Company issued 3,000,000 shares of its
restricted common stock.
EXEMPTION FROM REGISTRATION CLAIMED
ALL OF THE ABOVE SALES BY THE COMPANY OF ITS UNREGISTERED SECURITIES WERE MADE
BY THE COMPANY IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ALL OF THE INDIVIDUALS AND/OR ENTITIES THAT PURCHASED
THE UNREGISTERED SECURITIES WERE KNOWN TO THE COMPANY AND ITS MANAGEMENT,
THROUGH PRE-EXISTING BUSINESS RELATIONSHIPS. ALL PURCHASERS WERE PROVIDED ACCESS
TO ALL MATERIAL INFORMATION, WHICH THEY REQUESTED, AND ALL INFORMATION NECESSARY
TO VERIFY SUCH INFORMATION AND WERE AFFORDED ACCESS TO MANAGEMENT OF THE COMPANY
IN CONNECTION WITH THEIR PURCHASES. ALL PURCHASERS OF THE UNREGISTERED
SECURITIES ACQUIRED SUCH SECURITIES FOR INVESTMENT AND NOT WITH A VIEW TOWARD
DISTRIBUTION, ACKNOWLEDGING SUCH INTENT TO THE COMPANY. ALL CERTIFICATES OR
AGREEMENTS REPRESENTING SUCH SECURITIES THAT WERE ISSUED CONTAINED RESTRICTIVE
LEGENDS, PROHIBITING FURTHER TRANSFER OF THE CERTIFICATES OR AGREEMENTS
REPRESENTING SUCH SECURITIES, WITHOUT SUCH SECURITIES EITHER BEING FIRST
REGISTERED OR OTHERWISE EXEMPT FROM REGISTRATION IN ANY FURTHER RESALE OR
DISPOSITION.
SECTION 5 - CORPORATE GOVERANCE
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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APPOINTMENT OF CHIEF OPERATING OFFICER
On August 17, 2011, the Board of Directors appointed Mr. V. Ray Harlow, age 58,
as the Company's Chief Operating Officer.
Mr. Harlow, since 2007, has served as the Chief Executive Officer and Managing
Member of Palm Acquisition Partners, LLC, a Fort Lauderdale-based company which
is in the business of acquiring underperforming stripper oil operations. Mr.
Harlow served as a Director of Red Mountain Resources, Inc. from February 2,
2011 through June 15, 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 also serves as the Chief Executive Officer of Latitude Energy
Services, LLC, since February 2011, a subsidiary of the Company.
Mr. Harlow received a Bachelor of Science Degree in Geology and Chemistry from
Abilene Christian University.
Mr. Harlow will receive compensation in the form of cash and equity. The terms
and amounts of such compensation are being finalized.
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SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
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PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On August 17, 2011, the Company made a press release announcing the appointment
of Mr. Harlow as the Company's Chief Operating Officer. The text of the press
release is attached hereto as Exhibit 99.1.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) EXHIBITS. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated August 17, 2011
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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.
LATITUDE SOLUTIONS, INC.
By: /s/ Harvey Kaye
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Harvey Kaye, Chief Executive Officer
Date: August 17, 2011
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