UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 27, 2012
| ‘mktg, inc.’ | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 0-20394 | 06-1340408 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification Number) | ||
| 75 Ninth Avenue, New York, New York | 10011 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 366-3400
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 240.13c-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2012, Gregory J. Garville resigned from our Board of Directors. Mr. Garville, who had also served as the Chairman of the Board, had been appointed to our Board as a designee of the holders of our Series D Preferred Stock, which as a class have the right to elect two directors to our Board of Directors as long as at least 25% of the Series D Preferred Stock issued in our December 2009 financing remain outstanding.
On August 1, 2012, following the designation of UCC – mktg Investment, LLC, an affiliate of Union Capital Corporation which holds of a majority of our outstanding shares of Series D Preferred Stock, Jay F. Landauer was appointed to serve on our Board of Directors as a designee of the holders of our Series D Preferred Stock to fill the vacancy caused by Mr. Garvilles’s resignation. Mr. Landauer is a Partner at Union Capital Corporation. In addition, on August 1, 2012, Charles Horsey, our Chief Executive Officer, was appointed by our Board Of Directors as Chairman of the Board.
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.
August 1, 2012
| ‘mktg, inc.’ | ||
| By: | /s/ Paul Trager | |
| Paul Trager, | ||
| Chief Financial Officer | ||