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): May 14, 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.) |
5495 Wilson Street
Riverside, California 92509
(Address of principal executive offices) (zip code)
(877) 449-8842
(Registrants telephone number, including area code)
(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 3 Securities and Trading Markets
Item 3.02
Unregistered Sales of Equity Securities
As noted in Item 5.02 below, on May 14, 2015 we appointed Mr. Ben Rainwater and Ms. Agnes Cha to our Board of Directors and appointed Mr. Rainwater as our Chief Executive Officer and Ms. Cha as our Senior Vice-President, Corporate Affairs. Pursuant to these appointments we agreed to issue Mr. Rainwater and Ms. Cha 150,000 shares of our Series A Convertible Preferred Stock each. When issued, the issuances will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since the investors are either accredited or sophisticated investors and are familiar with our operations.
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 May 14, 2015, Mr. Ben Rainwater and Ms. Agnes Cha were appointed to fill vacancies on our Board of Directors.
In addition, our Board of Directors appointed Mr. Rainwater as our Chief Executive Officer and Ms. Cha as our Senior Vice President, Corporate Affairs, effective on May 14, 2015.
Ben Rainwater is our Chief Executive Officer and a member of our Board of Directors, positions he has held since May 14, 2015. Since June 6, 2014, Mr. Rainwater has been the President and Chief Executive Officer of BRAC Global Automotive, Inc. where his current responsibilities include assessing business needs and developing new businesses and short and long-term strategies to improve operational performance/efficiencies directed toward increased business proficiency and profitability. Prior to founding BRAC, Mr. Rainwater worked for Daewoo Motor America, Inc. in the positions of Senior Vice President, Parts and Service, where he was a member of the management team that launched the Daewoo brand in the United States and helped develop Daewoos retail business to greater than 560 dealers in three (3) years. Prior to working for Daewoo, Mr. Rainwater held positions with Kia Motors America, Inc., Daihatsu Motor Company, Mitsubishi Motor Sales of America, Inc., and American Honda Motor Company. Mr. Rainwater previously served as a Director of Green Automotive Company for terms in 2010 and again in 2011. Mr. Rainwater received his B.A. in Business Administration from Suffield University. Mr. Rainwaters prior experience of 35+ years of being in the automotive industry, as well as his experience with four prior successful startup companies in the automotive industry makes Mr. Rainwater an ideal director for our company considering our primary business plan of manufacturing and selling vehicles and buses.
Mr. Rainwater owns 150,000 shares of our Series A Convertible Preferred Stock, subject to certain forfeiture and voting conditions.
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. Chas 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.
Mr. Cha owns 150,000 shares of our Series A Convertible Preferred Stock, subject to certain forfeiture and voting conditions.
Section 9 Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits
10.1
Letter Agreement with Ben Rainwater and Agnes Cha
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.
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| GREEN AUTOMOTIVE COMPANY | |
| | | |
| By: | /s/ Carter Read | |
May 22, 2015 | | Carter Read, President | |
| | (Principal Executive Officer) | |
Exhibit 10.1
[GACR LETTERHEAD]
May 14, 2015
Ben Rainwater
Agnes Cha
159 W. Orangethorpe Ave. Suite A
Placentia, CA 92870
Dear Ben and Agnes,
It is with pleasure that we present this offer to you for Ben and Agnes to serve as Chief Executive Officer and Senior Vice President of Corporate Affairs, respectively, of Green Automotive Company, a Nevada corporation (the Company). This letter confirms your compensation related to your services as members of the Board and officers of the Company, effective May 1, 2015. You will serve as independent contractors subject to separate independent contractor agreements to be entered by not later than May 15, 2015, with standard terms and conditions to be negotiated between the parties in good faith in your roles as executive officers of the Company and will serve until the next shareholders meeting in your roles as members of the Companys Board of Directors.
Positions:
Ben Rainwater
Member of the Board of Directors, CEO
Agnes Cha
Member of the Board of Directors, SVP Corporate Affairs
| | |
Compensation Parameters: | | |
| | |
| 1. Upon Appointment to the Board |
GACR Stock Award | | |
(Each of Ben Rainwater & Agnes Cha, individually) | 150,000 | Shares of the Companys Series A Preferred Stock, which shares shall be forfeited by Mr. Rainwater and Ms. Cha in the event they are not members of the Companys Board of Directors and executive officers of the Company as of November 1, 2015. In the event Mr. Rainwater and Ms. Cha are still in their positions with the Company as of November 1, 2015 and the Company is not averaging three (3) buses per week per calendar month by the end of November 2015, then Mr. Rainwater and Ms. Cha will each forfeit one-half of their shares of Series A Preferred Stock unless such forfeiture is modified by the Companys Board of Directors. |
| | |
| 2. Upon Recapitalization of GACR |
| | |
| 5,000,000 | Shares of the Companys common stock after the Company increases its authorized common stock sufficient to permit the issuance. |
| |
Compensation | $5,000/week for any month in which Newport Coachworks, Inc., the Companys wholly-owned subsidiary (NCI) produces an average of 3 buses per week in a calendar month and $7,500/week for any month in which NCI produces an average of 4 or more buses per week in any calendar month. No compensation will be paid, owed, earned or accrued for any month that NCI does not average at least 3 buses per week. |
| |
Additional Compensation | Eligible for additional compensation based on the Company and NCIs performance. |
Additional Terms:
Mr. Rainwater and Ms. Cha will not vote their shares of Series A Preferred Stock to modify the conversion terms of the Series A Preferred Stock unless (i) a majority of the other holders of the Companys Series A Preferred Stock are voting to approve a modification of the conversion terms of the Series A Preferred Stock (note: this doesnt mean they must vote in favor of such action), or (ii) three (3) months have passed since the Company increased its authorized common stock (which it hopes to do as soon as possible after the appointment of Mr. Rainwater and Ms. Cha).
The Company to obtain D&O Insurance when NCI produces an average of 3 or more buses per week in a calendar month and such insurance will be maintained thereafter.
Benefits, powers, and authority to be commensurate to that of members of the board and key executives with such titles and positions.
As officers of the company, you agree to devote time and attention to the performance of your respective duties for the company as you deem to be reasonably necessary and appropriate. On the other hand, you are not precluded from engaging in any other business activities or performing any services either individually or in any capacity as a member of a business entity on your own account or for the account of others.
Execution of documents in furtherance of your services and compensation parameters as may be appropriate or necessary.
To confirm your acceptance of the compensation parameters set forth herein, please sign below and return to me by May 14, 2015.
Sincerely,
___________________________________
Carter Read, Interim President
Green Automotive Company
Accepted by:
Ben Rainwater
____________________
Date:
Agnes Cha
_____________________
Date:
Green Automotive (CE) (USOTC:GACR)
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