Current Report Filing (8-k)
September 19 2018 - 5:28PM
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):
September 13, 2018
DIRECTVIEW
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
333-53741
|
|
04-3053538
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
21218
Saint Andrews Blvd., Suite 323
Boca
Raton, FL 33433
(Address
of principal executive offices)
(561)
750-9777
(Registrant’s
telephone number, including area code)
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)
|
|
|
[ ]
|
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))
|
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).
Emerging
Growth Company [ ]
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. [ ]
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Resignation
of Chief Financial Officer
Effective
September 13, 2018, Ms. Michele Ralston informed the Board of Directors (the “Board”) of DirectView Holdings,
Inc. (the “Company”) that she was resigning as the Company’s Chief Financial Officer, but will remain as a
member of the Board. Ms. Ralston’s resignation Chief Financial Officer was not the result of any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices.
Appointment
of Chief Operating and Financial Officer of the Company
Effective
September 13, 2018, the Board appointed Mr. Chris Cutchens, an executive with 20 years of financial management, accounting information,
and administration experience, as Chief Operating and Financial Officer of the Company.
Mr.
Cutchens, age 41, has been the Chief Operating and Financial Officer of MidAmerica Administrative & Retirement Solutions (“MidAmerica”),
a leading private equity owned, national provider and administrator of employee benefit programs since 2016.
Prior
to MidAmerica, Mr. Cutchens held various leadership positions: one with Aspire Financial Services, a private equity backed national
service provider of technology-enabled business process outsourcing retirement solutions for all tax codes; one with the largest
publicly-traded distributor of air conditioning, heating, and refrigeration equipment in the United States; Watsco, Inc., (NYSE:
WSO); and one with MarineMax, Inc., (NYSE: HZO), the largest publicly-traded recreational boat retailer in the United States.
In addition to this, Mr. Cutchens has held a leadership position at KPMG, a global service provider to multi-billion-dollar companies.
Mr.
Cutchens is a Certified Public Accountant in the state of Florida and holds a BS in Accounting and a MA in Accounting Information
Systems from the University of South Florida.
During
the last two years, there have been no transactions or proposed transactions by us in which Mr. Cutchens has had or is to have
a direct or indirect material interest, and there are no family relationships between Mr. Cutchens and any of our executive officers
or other directors.
A
press release issued by the Company on September 13, 2018 announcing Mr. Cutchens’ appointment as Chief Operating and Financial
Officer of the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cautionary
Statement Regarding Forward Looking Information
Statements
in this current report on Form 8-K regarding the Company’s business that are not historical facts are “forward-looking
statements” that may involve material risks and uncertainties. The Company wishes to caution readers not to place undue
reliance on such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act
of 1994, and as such, speak only as of the date made. For a full discussion of risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as well as the Company’s
Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “Commission”)
on July 23, 2018, as amended, and declared effective by the Commission on July 31, 2018.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
. The exhibit listed in the following Exhibit Index is filed as part of this current report.
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 thereunto duly authorized.
|
DIRECTVIEW
HOLDINGS, INC.
|
|
|
Date:
September 19, 2018
|
/s/
Roger Ralston
|
|
Name:
Roger Ralston
|
|
Title:
Chief Executive Officer
|