Current Report Filing (8-k)
November 18 2016 - 4:03PM
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):
November 17, 2016
BlastGard
International, Inc.
(Exact
name of registrant as specified in its charter)
Colorado
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333-47294
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84-1506325
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2451
McMullen Booth Road, Suite 212, Clearwater, Florida
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33759
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(727) 592-9400
(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):
[ ] 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 material definitive agreement.
On
November 14, 2016, BlastGard International, Inc. (“BlastGard” or the “Company”) entered into a Consulting
Agreement with Resilience Capital Inc. (“Resilience”) for Resilience to provide strategic advice as to the business
of BlastGard and its subsidiary. Services will include:
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a)
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Assist
in the evaluation of the Company’s businesses and prospects;
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b)
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Review
and critique of the Company’s long-term business plan;
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c)
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Evaluate
the Company’s debt capacity and alternative capital structures;
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d)
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Assisting
the Company in the preparation of cash requirements, cash forecasts and financial projections;
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e)
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Assessing
and analyzing potential acquisitions of, or mergers with, other entities or all or portions of their businesses;
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f)
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Providing
advice on the formulation and, if requested, execution of the overall strategy and alternatives for the various potential
sale opportunities;
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g)
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Advise
on marketing and sales strategies, include a review and assessment of the effectiveness of the Company’s distribution
arrangements;
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h)
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Assessing
the Company’s product mix and recommending changes;
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i)
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Assisting
in negotiations with lenders, key customers, suppliers and distributors, and strategic partners;
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j)
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Evaluate
the Company’s manufacturing and distribution operations; and
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k)
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Such
other duties and responsibilities, both financial and operational, assigned to it by the Company’s board of directors
and accepted by the Consultant from time to time.
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Resilience
has agreed to provide the services of Craig Campbell, a former director of BlastGard, to serve as the engagement manager and,
in such capacity, supervise the services provided to the Company. Mr. Campbell is the President and principal owner of Resilience.
Pursuant
to the Agreement, the Company will pay Resilience an annual fee of $250,000, payable in equal monthly installments. The term of
the Agreement is one year and shall automatically renew for successive one-year period until either party provides at least 60
days’ prior written notice of termination to the other party. In the event the agreement is terminated prior to the first
anniversary date, the Company will be obligated to pay Resilience two monthly installments of its advisory fee.
Item
5.01 below describes a change in control of Registrant. The entity described in Item 5.01 namely, 2538093 Ontario Inc., which
has acquired control of BlastGard, has Craig Campbell as one of its two principal owners.
Item
5.01 Changes in Control of Registrant.
On
November 14, 2016, 2538093 Ontario Inc. (“Ontario”) acquired in a stock for stock exchange with 8464081 Canada Inc.
(“Canada”) 200,528,362 shares of common stock of BlastGard and warrants to purchase 41,801,793 additional shares of
common stock of BlastGard at an exercise price of $.009 per share. After the completion of this transaction, Ontario will have
the beneficial ownership interest in 242,330,155 shares of common stock of BlastGard, representing 59.3% of the outstanding shares
of BlastGard. Accordingly, at the completion of the transaction, Canada has transferred 100% of its ownership interest in BlastGard
to Ontario. Canada, which is controlled by Barbara J. Amiel, will continue to have 50% of the voting rights of Ontario, whose
other principal owner is an entity controlled by Craig Campbell, a former director of BlastGard and the President and owner of
our newly engaged consultant, Resilience Capital Inc. Craig Campbell has an indirect ownership of 40%, and the right to exercise
the remaining 50% of the voting rights, of Ontario. Paul Sparkes, Chairman of BlastGard, has an indirect minority interest (i.e.
10%) of Ontario through a 20% ownership interest in the entity owned by Mr. Campbell.
Other
than the foregoing change in control, BlastGard is not aware of any agreements or understandings which may result in any further
change in control of BlastGard. Prior to the change in control described herein, Canada, by agreement with BlastGard, which rights
have been assigned to Ontario, has the right to appoint a majority of the directors of BlastGard and right of first refusal to
participate in future financings. Currently, three of the existing seven directors of BlastGard were appointed by Canada.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1 Consulting
Agreement dated November 14, 2016 with Resilience Capital Inc.
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.
November
17, 2016
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BLASTGARD
INTERNATIONAL, INC.
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By:
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/s/
Michael J. Gordon
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Michael
J. Gordon, Chief Executive Officer
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