Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 23, 2012




(Exact Name of Registrant as specified in its charter)



(State or other jurisdiction of incorporation)


000-21864   84-0672714
(Commission File Number)   (IRS Employer Identification No.)
One New Hampshire Ave, Suite 125 Portmouth, NH   98109
(Address of principal executive offices)   (zip code)


(603) 766-4986
(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 obligations 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 of (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (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.


(b) On May 23 2012 our Board of Directors appointed Non-Executive Chairman William B. Smith to the position of Executive Chairman and President. Mr. Smith, age 44, has been a member of our Board of Directors since November 5, 2010 and the Non-Executive Chairman since January 20, 2011. Mr. Smith is the Founder and has been the Chief Executive Officer of Smith Asset Management, Inc. since 1997. Mr. Smith has also been the President and Chief Executive Officer since 2004 of SAM Advisors, LLC, a money management firm spun off from Smith Asset Management, Inc., specializing in distressed public debt and equities trading at discounts to intrinsic value, as well as special situation investments. In addition, Mr. Smith is the founder and has been the Managing Member of SAM Capital Partners, LLC, the General Partner of SAM Special Opportunities Fund, LP (our largest stockholder) since 2009. Other than the following, Mr. Smith engaged in the following related party transactions for the past two years:


·From January to April, 2012 we paid SAM Advisors, LLC a consulting fee of $12,500 per month for a total of $50,000 for services rendered to the Company.


·In June 2011, we paid a consulting fee of $50,000 to SAM Advisors, LLC for services rendered to the Company.


·In August 2011, we paid a consulting fee of $25,000 to Mr. Smith for services rendered to the Company.


·From January 13, 2010 to September 27, 2010, SAM Special Opportunity Fund, LP, an investment partnership advised by SAM Advisors, LLC advanced an aggregate of $1,601,980 (including $72,089 of prepaid interest) pursuant to a Convertible Note Payable.


·On September 27, 2010, SAM Special Opportunity Fund, L.P. converted their Convertible Note Payable and related accrued interest totaling $2,833,655 into 354,207 shares of our common stock.


There are no family relationships between Mr. Smith and any of our other executive officers or directors.


As part of becoming our President, we will pay SAM Advisors, LLC a monthly consulting fee of $12,500 per month.






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.



  Vu1 Corporation
Date: May 30, 2012 By:

/s/ Matthew DeVries


Matthew DeVries

Chief Financial Officer