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 (Date of earliest event reported) September 17, 2012
PSYCHIC FRIENDS NETWORK INC.
(Exact name of registrant as specified in its charter)
Nevada 001-33968 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2360 Corporate Circle, Suite 400, Henderson, NV 89074-772
(Address of principal executive offices) (Zip Code)
(702) 608-7360
(Registrant's telephone number, including area code)
n/a
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
a. On September 19, 2012, our board of directors appointed Kelly Anderson to a
vacant director position. Ms. Anderson was simultaneously appointed to the
Company's Audit Committee and to serve as its chair. Ms. Anderson will stand for
election at the Company's next annual meeting of shareholders.
KELLY J. ANDERSON, 44, provides financial consulting and advisory services for
emerging growth companies since February 2012. From March 2008 through February
2012, Ms. Anderson was Executive Vice President and Chief Financial Officer of
T3 Motion, Inc. She was also a member of T3 Motion, Inc.'s board of directors
from January 2009 until January 2010. From May 2006 until January 2008, Ms.
Anderson was Vice President at Experian, a leading credit report agency. From
2004 until 2006, Ms. Anderson was Chief Accounting Officer for TripleNet
Properties, G REIT, Inc., T REIT, Inc., NNN 2002 Value Fund, LLC, and Chief
Financial Officer of NNN 2003 Value Fund, LLC and A REIT, Inc., all of which
were real estate investment funds managed by TripleNet Properties. Ms. Anderson
also is on the board of directors of the Santa Ana YMCA.
b. Our officers and directors are indemnified as to personal liability as
provided by the Nevada Revised Statutes ("NRS"), our articles of incorporation
and our bylaws but these are not exclusive and contemplate that agreements be
entered into between the Company and our executive officers and directors with
respect to indemnification. Effective on September 19, 2012 the Company entered
into an indemnification agreement with Ms. Anderson. The indemnity provided is
in addition to that provided by the NRS or any successor statutes and is limited
in certain circumstances including adjudication that the indemnitee's breach of
fiduciary duty involved intentional misconduct, fraud or a knowing violation of
the law. A form of our Indemnification Agreement is filed as Exhibit 10.1
hereto.
c. On September 17, 2012, the Company's Board approved the 2012 PFN Stock Plan
(the "2012 Plan") and accompanying Stock Option Notice and Agreement. The Plan
provides for the granting of stock grants, or options to purchase common stock,
up to 8,250,000 shares of the Company's common stock to directors, officers,
employees and consultants of the Company. Under the Plan, the granting of stock
grants or options, exercise prices and terms are determined by the Company's
Board, or a committee designated by the Board to administer the Plan. The term
of options granted under the Plan may not exceed 10 years. A copy of the Plan
and related form of Stock Option Notice and Agreement are filed hereto as
Exhibits 10.2 and 10.3 respectively.
d. On September 19, 2012, the Company's Board approved the issuance of an option
to purchase an aggregate of 200,000 shares of Company common stock under the
Plan to Ms. Anderson for her service as director, member of our Audit Committee
and as its chair for the upcoming year. The options vest in 12 months, have a 10
year term, and an exercise price of $0.35 per share, which represents the fair
market value of our common stock at the time of the option grant.
ITEM 8.01 OTHER EVENTS
On September 17, 2012, the Company established an Audit Committee of our Board
of Directors. Ms. Anderson is sole member of our Audit Committee. The Company
adopted a charter for the Audit Committee, which is attached hereto as exhibit
10.4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Exhibit Description
----------- -------------------
10.1 Form of Indemnification Agreement
10.2 2012 PFN Stock Plan
10.3 Form of Stock Option Notice and Agreement
2
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.
PSYCHIC FRIENDS NETWORK INC.
/s/ Marc Lasky
-----------------------------------------
Marc Lasky
Chief Executive Officer
Date: September 24, 2012
