- Current report filing (8-K)
11 Dezembro 2008 - 9:01AM
Edgar (US Regulatory)
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 Event Earliest Reported): December 10, 2008 (November 18,
2008)
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(Exact
name of registrant as specified in its
charter)
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Delaware
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333-142911
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35-2065470
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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30950
Rancho Viejo Rd #120,
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(Address
of principal executive offices)
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(Registrant’s
telephone number)
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(Former
name or former address, if changed since last
report.)
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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 Instructions A.2 below):
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On
November 18, 2008, Thomas Friedberg resigned as a member of our Board of
Directors. Mr. Friedberg’s resignation was not because of a
disagreement with STI Group, Inc. on any matter relating to our operations,
policies, or practices.
On
November 18, 2008, we appointed Keith Moore as a member of our Board of
Directors.
Mr.
Moore, age 47, is a managing member of Strands Management Company, LLC
(“Strands”), a management services consulting firm, and Monarch Bay Associates,
LLC (“MBA”), a FINRA-register broker dealer. From 1996 through
December 2007, Mr. Moore served in Chief Executive Officer and other executive
capacities for DataLogic International, Inc., Service Advantage International,
Inc., POPcast Communications Corp., Cinemaware, Inc. and iTechexpress, Inc.,
overseeing their respective strategic growth and capital raises. From
1991 through 1996, Mr. Moore served as President, Chief Operating Officer, Chief
Financial Officer, Director and Consultant of Activision, Inc.
(NASDAQ: ATVI), recognized as the international market leader in
videogames and multimedia software. Mr. Moore currently serves on the
Board of Directors of Monarch Staffing, Inc. and Remote Dynamics,
Inc. Mr. Moore earned a B.S. in Accounting and a Masters in
Finance from Eastern Michigan University
We have a
revolving note receivable from Strands. Mr. Moore is a 50% owner of
Strands. The note receivable is intended to provide working capital
to Strands, as needed, in amounts up to $500,000. The note bears
interest at the greater of 8% or $150 per annum and matures on December 31,
2008. No amounts are outstanding under this agreement.
We are
also party to a Support Services Agreement with Strands, under which Strands
provides us with financial management services, facilities and administrative
services, business development services, creditor resolution services and other
services as agreed by the parties. As a retainer for the services
provided by Strands under the Support Services Agreement, we have issued to
Strands 10,000 shares of our Series A Preferred Stock. We also pay to
Strands monthly cash fees of $23,100 for the services. In addition,
Strands will receive fees equal to (a) 6% of the revenue generated from any
business development transaction with a customer or partner introduced to us by
Strands and (b) 20% of the savings to us from any creditor debt reduction
resolved by Strands on our behalf. The term of the Support Services
Agreement expires on May 1, 2009.
In 2008,
we have entered into a quarterly engagement agreement with Strands to perform
valuation services on the embedded derivative features within our convertibles
notes. We incurred $10,500 for services performed under this
agreement during the nine months ended September 30, 2008.
We are
party to a Placement Agency and Advisory Services Agreement with
MBA. Mr. Moore is a 50% owner of MBA. Under the
agreement, MBA acts as our placement agent on an exclusive basis with respect to
private placements of our capital stock and as our exclusive advisor with
respect to acquisitions, mergers, joint ventures and similar
transactions. As a retainer for the services provided by MBA under
the Placement Agency and Advisory Services Agreement, we have issued to MBA
9,200 shares of our Series A Preferred Stock. We also pay MBA a cash
retainer of $5,000 per month in cash. MBA will receive fees equal to
(a) 9% of the gross proceeds raised by us in any private placement (plus
warrants to purchase 9% of the number of shares of common stock issued or
issuable by us in connection with the private placement) and (b) a success fee
equal to 3% of the total consideration paid or received by us or our
stockholders in an acquisition, merger, joint venture or similar
transaction. The term of the Placement Agency and Advisory Services
Agreement expires on May 1, 2009.
In
December 2007, we borrowed $29,000 from Service Advantage International, Inc.
(“SAI”) for working capital purposes. Mr. Moore beneficially owns
49.5% of SAI. The outstanding balance and accrued interest was repaid
in full in February 2008.
As a
member of our Board of Directors, Mr. Moore will receive cash compensation of
$2,500 per quarter.
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.
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Date: December
10, 2008
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STI
Group, Inc.
a Delaware corporation
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By:
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/s/ David
Walters
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Name:
David Walters
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Title:
Chairman and Chief Executive Officer
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