Attached files
| file | filename |
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| EX-10.2 - EXECUTIVE EMPLOYMENT AGREEMENT - Attis Industries Inc. | mrdn_ex102.htm |
| EX-10.1 - AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT - Attis Industries Inc. | mrdn_ex101.htm |
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): November 29, 2016
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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New York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices)
(678) 871-7457
(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 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
Jeffrey Cosman – Amendment to Employment
Agreement
On
November 29, 2016, Meridian Waste Solutions, Inc. (the
“Company”) and Jeffrey Cosman, the Company’s
Chief Executive Officer and Chairman, entered into an Amendment to
Employment Agreement (the “Cosman Amendment”),
which amends Section 5.04 of that certain Executive Employment
Agreement, dated as of March 11, 2016, by and between Mr. Cosman
and the Company, to reduce the time
period Mr. Cosman will receive severance pay upon the termination
of his employment without cause from five (5) years to two (2)
years.
Joseph D’Arelli – Employment Agreement
Effective on November 29, 2016, the Board of Directors (the
“Board”) of the Company appointed Mr. Joseph
D’Arelli as the Chief Financial Officer of the Company. In
connection with such appointment, the Company entered into an
Executive Employment Agreement, dated November 29, 2016, with Mr.
D’Arelli (the “D’Arelli Employment
Agreement”). The initial term of the D’Arelli
Employment Agreement is twenty-four (24) months and will
automatically renew for twelve (12) month periods, unless
otherwise terminated pursuant to the terms contained
therein. Mr. D’Arelli
will receive a base salary of $300,000 and is also eligible
for an annual cash incentive bonus in the amount of Fifty Thousand
Dollars ($50,000), or such other amount as shall be determined by
the Board in accordance with criteria determined by the Board and
based on the review and recommendation of the Compensation
Committee of the Board. In
addition, Mr. D’Arelli will receive an annual equity bonus
(in the form of restricted common stock, issued pursuant the
Company’s 2016 Equity and Incentive Plan and subject to the restrictions
contained therein) equivalent to 0.5% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities and equity or debt financings during
the preceding year.
The above descriptions of the Cosman Amendment and the
D’Arelli Employment Agreement do not purport to be complete
and are qualified in their entirety by the full text of the Cosman
Amendment and the D’Arelli Employment Agreement, which are
attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
Item
1.01 is hereby incorporated by reference.
Appointment of Chief Financial Officer
Effective
November 29, 2016, the Board approved the appointment of Mr. Joseph
D’Arelli as Chief Financial Officer of the Company. Below is
a description of Mr. D’Arelli’s professional work
experience.
Joseph
D’Arelli, age 47, has almost 25 years of experience in public
accounting, including partnership and senior management positions.
He has extensive experience in auditing public and private
companies in such industries as Waste Management, Financial
Services. Broker/Dealers. Distribution and Technology Companies.
From October 2012 until May of 2016 he was a Partner/Shareholder at
D'Arelli Pruzansky, P.A. and is licensed in the states of Florida
and New York. He continues his affiliations with the American
Institute of Certified Public Accountants (AICPA), New York State
Society of Certified Public Accountants (NYSSCPA), Florida
Institute of Certified Public Accountants (FICPA), and is a
Certified Public Accountant in the states of Florida and New York.
Mr. D'Arelli has a Bachelor’s Degree in Accounting from Saint
John’s University.
The
Board believes that Mr. D’Arelli’s extensive and
directly applicable experience within the waste industry makes him
ideally qualified to help lead the Company towards continued
growth.
Family Relationships
Mr.
D’Arelli does not have a family relationship with any of the
current officers or directors of the Company.
Related Party Transactions
There
are no related party transactions reportable under Item 5.02 of
Form 8-K and Item 404(a) of Regulation S-K.
Compensatory Arrangement
In
connection with his appointment as Chief Financial Officer of the
Company, Mr. D’Arelli and the Company entered into an
Executive Employment Agreement, dated November 29, 2016, pursuant
to which Mr. D’Arelli will receive will receive a base salary of $300,000
and is also eligible for an annual cash incentive
bonus in the amount of
Fifty Thousand Dollars ($50,000), or such other amount determined
by the Board. In addition,
Mr. D’Arelli will receive an annual equity bonus (in the form
of restricted common stock) equivalent to 0.5% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities and equity or debt financings during
the preceding year.
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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10.1*
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Amendment
to Executive Employment Agreement, dated November 29, 2016, by and
between the Company and Jeffrey Cosman.
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10.2*
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Executive Employment Agreement, dated November 29, 2016, by and
between the Company and Joseph D’Arelli.
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*filed
herewith
SIGNATURE
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.
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MERIDIAN
WASTE SOLUTIONS, INC.
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Date: December 1,
2016
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By:
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/s/ Jeffrey Cosman
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Name: Jeffrey
Cosman
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Title:
Chief Executive Officer
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