Current Report Filing (8-k)
February 04 2015 - 9:56AM
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 earliest event reported): |
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February 3, 2014 |
INTERCORE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other
jurisdiction of incorporation) |
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000-54012
(Commission
File Number) |
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27-2506234
(I.R.S. Employer
Identification No.) |
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1615 South Congress Avenue - Suite 103
Delray Beach, FL 33445
(Address of principal executive offices)
(zip code) |
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(561) 900-3709
(Registrant’s telephone number, including
area code) |
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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:
☐ 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)
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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))
SECTION 3 – SECURITIES
AND TRADING MARKETS
ITEM 3.02 Unregistered
Sales of Equity Securities
On February
3, 2014, our Board of Directors approved the InterCore, Inc. 2014 Non-Qualified Stock Option Plan (the “Plan”). The
Plan is intended to aid us in maintaining and developing a management team, attracting qualified officers and employees capable
of assisting in our future business, and to reward those individuals who have contributed to our success. Under the Plan, our Board
of Directors may issue options to purchase up to an aggregate of six million (6,000,000) shares of common stock to individuals,
including, but not limited to, our Board of Directors and/or our executive management, that the Board believes have assisted us
in achieving our business goals or will assist us in achieving such goals. Any options issued under the Plan will be the subject
of a stock option agreement between us and the holder.
On February
3, 2014, our Board of Directors granted the following options to purchase our common stock under the Plan:
Name |
No. of Options |
Exercise Price |
Expiration |
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Claude Brun |
600,000 |
$1.00 |
Ten Years |
James Groelinger |
800,000 |
$1.00 |
Ten Years |
Ralph Huppe |
1,000,000 |
$1.00 |
Ten Years |
Frederick Larcombe |
600,000 |
$1.00 |
Ten Years |
Harry Pond |
400,000 |
$1.00 |
Ten Years |
John Poon |
600,000 |
$1.00 |
Ten Years |
Frederick Voight |
600,000 |
$1.00 |
Ten Years |
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Total |
4,600,000 |
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All of the
option grants were to members of our executive management team, or that of our wholly-owned subsidiary, SRG International, Inc.,
an independent consultant, or one of our directors. The issuances were exempt from registration pursuant to Section 4(a)(2) of
the Securities Act of 1933, since the recipients are our executive management team, an independent consultant, or one of our directors,
and they are either accredited or sophisticated investors, and familiar with our operations.
SECTION 9 – FINANCIAL
STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements
and Exhibits
99.1* |
InterCore, Inc. 2014 Non-Qualified Stock Option Plan |
* Incorporated by reference from our Quarterly Report
on Form 10-Q filed with the Commission on December 23, 2014.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 4, 2015 |
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InterCore, Inc. |
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a Delaware corporation |
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/s/ James F. Groelinger |
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By: James F. Groelinger |
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Its: Chief Executive Officer |
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