Current Report Filing (8-k)
08 Junho 2018 - 7:05AM
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:
May 31, 2018
DATE
OF EARLIEST REPORTED EVENT: May 31, 2018
US
Nuclear Corp.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware
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000-54617
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45-4535739
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION FILE
NO.)
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(IRS EMPLOYEE IDENTIFICATION
NO.)
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7051
Eton Avenue
Canoga
Park, CA 91303
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(818)
883-7043
(ISSUER
TELEPHONE NUMBER)
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 (
see
General Instruction A.2. below):
☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting Material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter. ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Item
5.02(b)
. On May 22, 2018, Gerald Entine died leaving a vacancy on the Board of Directors for the Company.
Item
5.02(d)
. In order to fill the vacancy resulting from Mr. Entine’s death, the Board of Directors consented in lieu of
a meeting to nominate Dell Williamson for appointment to the Board of Directors following receipt and review from Mr. Williamson
his Confidential Bad Actor Disqualifying Event Statement confirming no “disqualifying event,” as defined under Rule
506(e) of Regulation D under the 1933 Securities Act and confirmation of receipt of the Company’s Insider Trading Policy
and related memorandum regarding the same (as disclosed in prior filings). In addition, pursuant to Article IV of the Company’s
Bylaws, as amended, the Board of Directors nominated Michael G. Hastings to serve as a director on the Board of Directors following
receipt and review of the same disclosures and documents produced by Mr. Williamson, as identified herein. By signing the consent
resolution, Mr. Williamson and Mr. Hastings accepted appointment as directors on the Board of Directors
Dell
Williamson - Director
Mr.
Williamson began his career at Overhoff Technology Corporation (“Overoff”) in 1982. As set forth in prior disclosures,
Overhoff is an operating division of the Company, and thus an affiliate or related party of the Company. Mr. Williamson is currently
the Vice President for production at Overhoff Technology Corporation. His duties include design, engineering and calibration as
well as managing production. Mr. Williamson graduated from Cincinnati Technical College with a degree in electronics technology.
He furthered his education and attended the University of Cincinnati where he majored in industrial management and mechanical
engineering.
Mr.
Williamson has become an expert in the use, design and construction of Tritium measurement systems. He serves as the technical
interface between the user/scientist and the Overhoff factory. He is a member of the following scientific groups: Health Physics
Society, American Nuclear Society, DOE (US Department of Energy) Tritium Focus Group, DOE (US Department of Energy) Air Monitoring
User's Group, DOE (US Department of Energy) Health Physics Instrument Committee. Mr. Williamson has no prior experience in serving
as a director of a publicly reporting company.
Michael
G. Hastings - Director
Mr.
Hastings has been a corporate finance officer for over thirty years in the medical device industry with C.R. Bard, Inc. (predecessor
to Becton Dickinson), and in the industrial battery industry with EnerSys, Inc. (NYSE: ENS). Mr. Hastings retired from EnerSys
in 2011 as its Vice President and Treasurer with company revenue of $2 billion and operations in all parts of the world. His responsibilities
included global treasury operations including debt and capital transactions; corporate tax; hedging of currencies, interest rate
exposures and the price of raw materials; credit management; pension plan investments; and investor relations. He participated
fully in due diligence, valuation and negotiation of numerous acquisitions.
Mr.
Hastings was also a member of the Board of Directors and Chief Financial Officer of MegaGraphite, Inc. - a private graphite exploration
company in Canada between 2011 and when it was sold in 2014. Mr. Hastings is currently a member of the Board of Directors of Organic
Transit, Inc. - a private solar electric vehicle company in the United States. Mr. Hastings has no prior business relationship
with the Company.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits:
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.
U.S.
Nuclear, Inc.
By:
/s/
Robert Goldstein
Name:
Robert Goldstein
Title: Chief
Executive Officer and President
Dated:
June 8, 2018
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