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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 9, 2013
TUNGSTEN CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-159607 98-0583175
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1671 Southwest 105 Lane, Davie, Florida 33324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 476-4638
Not Applicable
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
GUY MARTIN EMPLOYMENT AGREEMENT
On July 9, 2013, Tungsten Corp. (the "Company") entered into an employment
agreement with Guy Martin (the "Martin Employment Agreement"), effective as of
July 1, 2013, which replaces the previously existing Consulting Agreement
between Mr. Martin and the Company that became effective on April 8, 2013 (the
"Martin Consulting Agreement").
The Martin Employment Agreement provides for Mr. Martin's continued employment
as President and Chief Executive Officer of the Company for a term of two years,
subject to certain termination rights, during which time he will receive monthly
base salary at the rate of $5,000. The Martin Employment Agreement shall be
automatically extended for additional one year terms unless either the Company
or Mr. Martin provides written notice of their intent not to renew the agreement
at least sixty days prior to the expiration of a term.
In addition, Mr. Martin is entitled, at the sole and absolute discretion of the
Compensation Committee of the Company's Board of Directors, to receive
performance bonuses, which may be based upon a variety of factors. Mr. Martin
will also be entitled to participate in all employee benefit plans or programs
of the Company to the extent that his position, title, tenure, salary, age,
health and other qualifications make him eligible to participate in accordance
with the terms of the applicable plans or programs. The Company intends to
implement an employee stock option plan, and Mr. Martin shall be eligible to
receive awards of stock options, restricted stock, restricted stock units, stock
appreciation rights, performance units and performance shares or other equity
awards pursuant to the employee stock option plan or any other arrangements the
Company may have in effect from time to time. The Board or the Committee will
determine in its discretion the amount of any such award to Mr. Martin in
accordance with the terms of the employee stock option plan in effect at the
time of grant.
The Martin Employment Agreement contains a non-competition covenant and
non-interference (relating to the Company's customers) and non-solicitation
(relating to the Company's employees) provisions effective during the term of
his employment and for a period of six months after termination with respect to
the non-competition covenant and for a period of twenty four months after
termination with respect to the non-interference and non-solicitation provisions
of the Martin Employment Agreement.
The foregoing description of the Martin Employment Agreement does not purport to
be complete and is qualified in its entirety by reference to the Martin
Employment Agreement, which is included as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
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DOUGLAS OLIVER EMPLOYMENT AGREEMENT
On July 9, 2013, the Company entered into an employment agreement with Douglas
Oliver (the "Oliver Employment Agreement"), effective as of July 1, 2013, which
replaces the previously existing Consulting Agreement between Mr. Oliver and the
Company that became effective on April 8, 2013 (the "Oliver Consulting
Agreement").
The Oliver Employment Agreement provides for Mr. Oliver's continued employment
as Vice President of Exploration of the Company for a term of two years, subject
to certain termination rights, during which time he will receive monthly base
salary at the rate of $4,000. The Oliver Employment Agreement shall be
automatically extended for additional one year terms unless either the Company
or Mr. Oliver provides written notice of their intent not to renew the agreement
at least sixty days prior to the expiration of a term.
In addition, Mr. Oliver is entitled, at the sole and absolute discretion of the
Compensation Committee of the Company's Board of Directors, to receive
performance bonuses, which may be based upon a variety of factors. Mr. Oliver
will also be entitled to participate in all employee benefit plans or programs
of the Company to the extent that his position, title, tenure, salary, age,
health and other qualifications make him eligible to participate in accordance
with the terms of the applicable plans or programs. The Company intends to
implement an employee stock option plan, and Mr. Oliver shall be eligible to
receive awards of stock options, restricted stock, restricted stock units, stock
appreciation rights, performance units and performance shares or other equity
awards pursuant to the employee stock option plan or any other arrangements the
Company may have in effect from time to time. The Board or the Committee will
determine in its discretion the amount of any such award to Mr. Oliver in
accordance with the terms of the employee stock option plan in effect at the
time of grant.
The Oliver Employment Agreement contains a non-competition covenant and
non-interference (relating to the Company's customers) and non-solicitation
(relating to the Company's employees) provisions effective during the term of
his employment and for a period of six months after termination with respect to
the non-competition covenant and for a period of twenty four months after
termination with respect to the non-interference and non-solicitation provisions
of the Oliver Employment Agreement.
The foregoing description of the Oliver Employment Agreement does not purport to
be complete and is qualified in its entirety by reference to the Oliver
Employment Agreement, which is included as Exhibit 10.2 to this Current Report
on Form 8-K and incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On July 1, 2013, the Oliver Consulting Agreement and the Martin Consulting
Agreement were both terminated in accordance with the terms of the respective
agreements. These agreements were terminated in order to change the status of
Mr. Martin and Mr. Oliver from independent contractors to employees of the
Company pursuant to the Martin Employment Agreement and Oliver Employment
Agreement. No early termination penalties were incurred by the Company in
connection with the terminations of the Oliver Consulting Agreement and the
Martin Consulting Agreement.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Employment Agreement dated as of July 1, 2013 between the Company and Guy
Martin.
10.2 Employment Agreement dated as of July 1, 2013 between the Company and
Douglas Oliver.
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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.
TUNGSTEN CORP. (Registrant)
Date: July 15, 2013 By: /s/ Guy Martin
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Guy Martin
President and Chief Executive Officer
