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): July 13, 2015
GREEN AUTOMOTIVE COMPANY
(Exact name of registrant as specified in its charter)
| | | | | |
| Nevada | | 000-54049 | | 22-3680581 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2618 San Miguel, Suite 203
Newport Beach, CA 92660
(Address of principal executive offices) (zip code)
(310) 884-3332
(Registrant’s telephone number, including area code)
5495 Wilson Street
Riverside, California 92509
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
On July 13, 2015, Carter Read resigned his positions as our interim President, Secretary and as a member of our Board of Directors. On July 20, 2015, he resigned from positions with Newport Coachworks, Inc., our wholly-owned subsidiary. Mr. Read did not hold any positions on any Board committees at the time of his resignation. We are not aware of any disagreements Mr. Read had with us required to be disclosed under this Item. We will (i) provide Mr. Read with a copy of this disclosure in Item 5.02 the same day we file this Form 8-K with the Commission; and (ii) provide Mr. Read with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether he agrees with the statements made by us in response to this Item 5.02 and, if not, stating the respects in which he does not agree; and (iii) file any letter received by us from Mr. Read with the Commission as an exhibit by an amendment to this Form 8-K within two business days after receipt by us.
On August 12, 2015, our Board of Directors appointed Mr. Fred Luke as our President and Secretary, and appointed Ms. Agnes Cha as our Treasurer, effective on August 12, 2015.
Fred Luke, age 68, was appointed President and Secretary on August 12, 2015. He has been a member of our Board of Directors since January 11, 2011. Mr. Luke was previously our President from 2011 to 2012. Mr. Luke has over 40 years of experience in providing operational and financial consulting services. He has assisted companies with entity formation and business planning, multi-national mergers and acquisitions, reverse mergers, corporate finance, debt restructuring, and arranging conventional debt and equity financing. Since 1970, Mr. Luke has provided consulting and management services and has served as a director, chairman, chief accounting officer, president and chief executive officer of over 100 public and privately-held companies. He has worked in Asia, Europe, Canada, and North Africa. Mr. Luke’s clients have been active in various business segments, domestic banking, the creation of domestic and foreign tax shelters, telecommunications, commercial airlines, real estate, domestic film financing, clothing and food manufacturing, casino gaming and hotel operations, oil and gas exploration, oil and gas transportation and refining, alternative energy, equipment leasing, network marketing, and international finance. Mr. Luke’s prior experience of over forty years of assisting companies with entity formation and business planning, multi-national mergers and acquisitions, reverse mergers, corporate finance, debt restructuring, and arranging conventional debt and equity financing, along with his previous experience with the Company, led us to believe that the Company needs to have Mr. Luke back in an executive management position, not just on our Board of Directors.
Mr. Luke does not own any shares of our common stock or preferred stock and has not received or accrued any compensation of any kind from the Company for over one and one-half years, but does have an option to acquire 2,000,000 shares of our common stock at a price of $0.42 per share.
Agnes Cha is our Senior Vice President, Corporate Affairs and a member of our Board of Directors, positions she has held since May 14, 2015. Since June 6, 2014, Ms. Cha has been the Senior Vice President of Corporate Affairs of BRAC Global Automotive, Inc. where her current responsibilities include negotiating contracts, determining business trade terms, advising on potential deals and acquisitions, and assisting with financing transactions. Prior to founding BRAC, Ms. Cha worked for Daewoo Motor America, Inc., where she served as its Associate General Counsel. She then served as the General Counsel, Corporate Secretary, and a member of the Board of Directors for StarPoint U.S.A., Inc. Ms. Cha received her B.A. from Vassar College and her J.D. from Brooklyn Law School. Ms. Cha’s prior experience in the automotive industry, as well as her experience as a corporate secretary and member of a Board of Directors of an automotive company makes Ms. Cha an ideal director for our company considering our primary business plan of manufacturing and selling vehicles and buses.
Ms. Cha owns 150,000 shares of our Series A Convertible Preferred Stock, subject to certain forfeiture and voting conditions.
Except for the shares of Series A Preferred Stock noted above, neither Mr. Rainwater nor Ms. Cha has received any compensation from the Company since their appointment as officers and Directors of the Company. In fact, Mr. Carter Read and his family members reportedly working for Newport Coachworks, and other Newport Coachworks employees are the only individuals since the resignation of Mr. Ian Hobday, to have taken any compensation from Newport Coachworks or Green Automotive Company.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On August 21, 2015, we issued a press release announcing the appointment of Fred Luke to the positions of President and Secretary, as well as the resignation of Carter Read and issues surrounding the Newport Coachworks’ assets and its leased facility in Riverside, CA. A copy of the press release is attached to this Current Report on Exhibit 99.1
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Section 8 - Other Events
Item 8.01 Other Events.
On or about July 21, 2015, our current management became aware that the landlord of Newport Coachworks’ warehouse and manufacturing facility located on Wilson Street in Riverside, California, had locked our personnel out of the facility due to failure to timely pay the rent. At the time we were locked out of the facility, certain assets of Newport Coachworks were inside. We also became aware that the facility may have been leased to a different shuttle bus manufacturing company, unrelated to us. We are currently negotiating with the landlord of the Wilson Street facility, as well as the new tenant, regarding the facility and Newport Coachworks’ assets in the hopes of repossessing the facility and gaining possession of Newport Coachworks’ assets. Those negotiations are ongoing. We are also attempting to determine from Mr. Read and the landlord of the Wilson Street facility exactly what has happened with Newport Coachworks and its assets and determine the exact nature of the relationship, if any, between those parties.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
99.1
Press Release dated August 21, 2015
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.
| | | | |
| | GREEN AUTOMOTIVE COMPANY | |
| | | | |
| | By: | /s/ Fred Luke | |
| August 25, 2015 | Fred Luke, President | |
Exhibit 99.1
Fred Luke Rejoins Management Team of Green Automotive Company as
President and Secretary
Mr. Luke to fill vacancy created by resignation of Carter Read
Riverside, California, August 21, 2015 (PRNewswire) - Green Automotive Company (OTC:GACR) announced today that Fred G. Luke has agreed to rejoin the Company as its President and Secretary.
Ben Rainwater, the Company’s CEO, commenting on Fred Luke’s return to management said, “Fred served as the Company’s President during 2011-2013 and was the driving force behind the Company’s initial restructuring, re-capitalization and taking it from a non-reporting ‘shell’ company to a fully reporting ‘non-shell’ company”.
“During Fred’s two year tenure”, Ben Rainwater went on say, “the Company’s Market Capitalization rose to approximately $490 Million. He further successfully renegotiated the contract with the original Chinese maker of the All-Electric Sport Utility Vehicle and took it through the U.S. regulatory testing before determining that the electric car sector was becoming too competitive and shifted the Company’s focus to All-Electric, CNG and conventional-fueled shuttle buses, and municipal and school bus conversions”.
Mr. Luke stated that “my original objective was to get the All-Electric Sport Utility Vehicle approved for consumer sales in the U.S., while restructuring the Company to qualify for listing on the OTC Markets’ OTCQB Tier, which I accomplished in December of 2012. However, the All-Electric SUV did not pass the Federal Motor Vehicle Safety Standards tests, forcing us to change direction and focus the Company’s resources on the bus market, which at the time appeared to me to be wide-open”.
Following the decision to “change direction”, the Company acquired Liberty Electric Cars Ltd, a U.K.-based company which represented to have successfully converted Range Rovers into All-Wheel Drive All-Electric vehicles. Mr. Luke also acquired a newly formed company, Newport Coachworks Inc., and hired Mr. Carter Read to begin building and converting buses, starting with shuttle buses. Shortly after the acquisition of Newport Coachworks Inc., Mr. Luke resigned from management but remained as a member of the Board of Directors.
”Recent events”, said CEO Ben Rainwater, “including a dispute with the landlord of Newport Coachwork’s Wilson Street manufacturing facility resulting in Newport Coachworks allegedly receiving a Notice to Quit or Pay and then being locked out of the facility, together with the recent resignation of Mr. Carter Read from his positions with Green Automotive Company and Newport Coachworks, have led the Company to turn back to Mr. Luke to assist with these issues and others facing the companies. Currently, we are attempting to determine from Mr. Read and the landlord at the Wilson Street facility exactly what has happened with Newport Coachworks and its assets and determine the exact nature of the relationship, if any, between those parties. However, so far no litigation has been filed by any of the parties.”
“Fred has over 40 years in cleaning up problems like the ones Newport Coachworks is facing now”, said Mr. Rainwater, “as he did in 2011, I expect him to get to the bottom of the problems with Newport Coachworks quickly, take swift and appropriate action, and begin to rebuild as he has done in the past. He has already retained counsel to investigate the current status of the Wilson Street manufacturing facility and the circumstances and events leading up to Mr. Read’s resignation, and the involvement; if any, of any other third party companies.
“As to the recent Message Board comments, and other rumors being circulated”, said Mr. Luke, “I would recommend that everyone refrain from putting too much value in the Message Board ‘reports’ until my investigation of the activities and actions of Mr. Read and others has been completed, which I expect to conclude in the near future. We have already made contact with certain third parties that may be involved, as well as legal counsel for the Landlord, and we expect to file our Form 8-K relating to Mr. Read’s resignation and other management changes by today. We will have further announcements as the requested documentation is produced and the facts come to light”.
About Green Automotive Company visit: www.thegreenautomotivecompany.com
Forward Looking Statements - This release includes forward-looking statements. For a copy of the Company's full statements regarding forward-looking statements, please view the Safe Harbor Statement on our website.
Media contact:
Ben Rainwater
CEO
310-884-3332
Email Contact: ben_rainwater@aol.com
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