SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): February 8,
name of Registrant as specified in its charter)
(State or other jurisdiction
Hughes Pkwy, Suite 500,
(Address of principal executive offices, including zip
(Registrant’s telephone number, including area code)
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
pursuant to Rule 425 under the Securities Act (17 CFR
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ¨
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. ¨
1.01 Entry into a Material Definitive
information set forth in Item 5.02 below is incorporated herein by
3.02 Unregistered Sales of Equity
information set forth in Item 5.02 below regarding the Shares (as
defined below), is incorporated herein by reference. The Shares are
not registered under the Securities Act of 1933, as amended (the
“Securities Act”) but qualified for exemption under Section 4(a)(2)
and/or Regulation D of the Securities Act. The Shares are exempt
from registration under Section 4(a)(2) of the Securities Act
because the issuance of such securities by Beyond Commerce, Inc.
(the “Company”) did not involve a “public offering,” as defined in
Section 4(a)(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction manner of the
issuance, and number of securities issued. The Company did not
undertake an offering or issuance in which it issued a high number
of securities to a high number of persons. In addition, Mr.
Stazzone had the necessary investment intent as required by Section
4(a)(2) of the Securities Act since he agreed to, and received,
securities bearing a legend stating that such securities are
restricted pursuant to Rule 144 of the Securities Act. This
restriction ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above factors, the
Company has met the requirements to qualify for exemption under
Section 4(a)(2) of the Securities Act.
5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 8, 2020 (the “Effective Date”), the Company appointed
Peter Stazzone to serve as the Chief Financial Officer of the
Company and the Vice President of Finance of Service 800, Inc., the
Company’s subsidiary. Mr. Stazzone shall also continue serving as a
Director of the Company.
Peter M. Stazzone, age
69. Mr. Stazzone was appointed to serve as a member of
our Board of Directors on July 27, 2018. Mr. Stazzone is an
accomplished business leader and an experienced board member in
both the public and nonprofit sectors. He has served on the board
of the Italian Association, a non-profit, since 2013, where he acts
as Board Treasurer. Mr. Stazzone served on the board of COMPTEL
from 2013 to 2016, where he oversaw the audit committee. He
earned his Master of Business Administration from DePaul University
with a Master of Business Administration, Finance and received
earned his Bachelor of Science, Accounting from the University of
Illinois. He also is a member of the American Institute of
Certified Public Accountants (AICPA).
In connection with Mr. Stazzone’s appointment as the Company’s
Chief Financial Officer, on the Effective Date, the Company entered
into an Employment Agreement (the “Employment Agreement”) with Mr.
Stazzone for an initial term of three years at an annual salary of
$180,000 (“Base Salary”). Mr. Stazzone is also eligible to earn an
annual fiscal year cash performance bonus for each whole or partial
fiscal year of his employment period with the Company of a target
bonus of an amount equal to up to 100% of the Base Salary. The
Company shall issue to Stazzone shares of restricted common stock
of the Company in the amount equal to one (1%) percent of the
Company’s issued and outstanding common stock as of each of the
following dates (the “Shares”), provided that the Employment
Agreement has not been terminated prior to such date(s): (i) the
first anniversary of the Employment Agreement; (ii) the second
anniversary of the Employment Agreement; and (iii) the third
anniversary of the Employment Agreement. If Mr. Stazzone’s
employment is terminated by the Company “Without Cause” or by Mr.
Stazzone for “Good Reason” (each as defined in the Employment
Agreement, subject to the Company’s right to cure), he will be
entitled to termination benefits, pursuant to which (i) the Company
will be obligated to pay Mr. Stazzone certain accrued obligations,
any unpaid prior year bonus and Base Salary and any pro rata bonus
and Base Salary; and (ii) if such termination occurs by the Company
Without Cause, Stazzone shall receive an additional separation
payment for an amount equal to $90,000 The Employment Agreement
contains covenants for the benefit of the Company relating to
non-competition with the Company’s business, protection of the
Company’s confidential information, and certain customary
representations and warranties.
description of the
Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of such
agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Exhibits.
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.
BEYOND COMMERCE, INC.
Dated: February 12,
/s/ Geordan G.
Officer, President and Director