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: May 22, 2012
LATITUDE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-54194 26-1284382
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
2595 NW BOCA RATON BLVD., SUITE 100, 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 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 EXECUTIVE OFFICER AND DIRECTOR
On May 21, 2012, Mr. Jerry J. Langdon was appointed the Chief Executive Officer
and the Chairman of the Board of Latitude Solutions, Inc. ("the Company").
Mr. Jeffrey Wohler, the Acting Chief Executive Officer was appointed the
President of the Company and will remain a director of the Company.
Mr. Langdon, age 60, prior to joining the Company served as the Chief
Administrative and Compliance Officer of Energy Transfer Partners in Dallas,
Texas, public reporting company starting in June 2007. Prior to that Mr. Langdon
held senior executive positions with both Reliant Energy and El Paso Energy
Partners. Mr. Langon has served as a director for the following public
companies, Costilla Energy, Inc. (1996-1999), Midcoast Energy Resources
(1998-2000) and Quanta Service, Inc. (2001-2003). In 1999, Costilla Energy, Inc.
filed for protection under Chapter 11, of the U.S. Bankruptcy Code.
Mr. Langdon served as a Commissioner on the Federal Energy Regulatory Commission
from 1988 through 1993. He was appointed to the Commission by both Presidents
Ronald Regan and George HW Bush. Mr. Langdon is the author of articles on the
natural gas and electric industries, which have been published in industry trade
magazines. He co-authored the JOINT FERC/DOE NATURAL GAS DELIVERABILITY TASK
FORCE REPORT in 1991. He was the Chairman of the National Petroleum Counsel's
2002 Natural Gas Study entitled BALANCING NATURAL GAS POLICY - FUELING THE
DEMANDS OF A GROWING ECONOMY and presented same to Energy Secretary Abraham in
September 2002. Mr. Langdon has testified not only before the Railroad
Commission of the State of Texas, but also before the United States Senate
Committee on Energy and Natural Resources, the United States House of
Representatives Committee on Energy and Commerce, the National Energy Board of
Canada, and other state public utility commissions.
Mr. Langdon received a Bachelor of Science degree in Communications from the
University of Texas, Austin, in 1975.
EMPLOYMENT AGREEMENT
On May 21, 2012, the Company entered into an Employment Agreement ("the
Employment Agreement") with Mr. Langdon for his services as the Company's Chief
Executive Officer. The Employment Agreement has an initial term of 3 years,
unless terminated at an early date by either party.
The Company does have the right to terminate the Employment Agreement with or
without cause. If the Employment Agreement is terminated without cause with the
first year of the Employment Agreement, the Company will pay compensation equal
to 3 months of the base salary under the Employment Agreement payable over a 3
month period. If termination without cause happens within the second or third
year of the Employment Agreement, the Company will pay severance compensation
equal to six months over a six month period.
The Employment Agreement provides for a base salary of $200,000 per year. In
addition, the Employment Agreement provides for the issuance, upon approval by
the Board of Directors of the Company of 200,000 restricted shares of the
Company's common stock and an option exercisable for 1,100,000 shares at an
exercise price equal to market value.
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In addition the Employment Agreement provides for bonuses during each of the
three years of the term of the Employment Agreement. The bonus provisions are as
follows:
YEAR BONUS PROVISION
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2012 Up to $200,000 based upon the meeting of milestones:
- Investment Milestone - 5% of the principal amount of any new
equity investments completed by persons introduced to the Company
by Mr. Langdon
- Machine Deployment Milestone - based upon the number of machines
deployed into the field by the Company during the year that are
operating at a minimum of 50% of capacity:
o 6 machines = $66,666
o 9 machines = $133,333
o 12 machines = $200,000
2013 Shares of common stock based on gross revenue recognized during the
calendar year:
- at least $7.5 Million but <$12.5 Million = 66,666 shares
- at least $12.5 Million but <$20 Million = 133,333 shares
- $20 Million or more = 200,000 shares
2014 Shares of common stock based on gross revenue recognized during the
calendar year:
- at least $15 Million but <$25 Million = 66,666 shares
- at least $25 Million but <$35 Million = 133,333 shares
- $35 Million or more = 200,000 shares
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 May 22, 2012, the Company made a press release announcing the hiring of Mr.
Langdon as the Chief Executive Officer and Chairman of the Board of Directors.
The text of the press release is attached hereto as Exhibit 99.1.
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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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10.1 Employment Agreement, by and between the Company and Mr.
Langdon, dated May 21, 2012
99.1 Press Release, dated May 22, 2012
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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/ Matthew J. Cohen
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Matthew J. Cohen, Chief Financial Officer
Date: June 4, 2012
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