- Current report filing (8-K)
October 30 2008 - 1:28PM
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): October 30, 2008 (October 24,
2008)
PREMIER
POWER RENEWABLE ENERGY, INC.
|
(Exact
name of registrant as specified in
Charter)
|
Delaware
|
|
333-140637
|
|
13-4343369
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification
No.)
|
4961
Windplay Drive, Suite 100
El
Dorado Hills, CA 95762
(Address
of Principal Executive Offices)
(916)
939-0400
(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 (see General Instruction A.2. below):
o
|
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
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
|
Resignation
of Officer
|
Effective
October 24, 2008, Miguel de Anquin resigned as the registrant’s Chief Financial
Officer.
(c)
|
Appointment
of Officer
|
Effective
October 24, 2008, the Board of Directors appointed Teresa Kelley, age 43, as
the
Chief Financial Officer.
Ms.
Kelley has over 22 years of experience in corporate accounting and operations
management. Prior to her appointment as the registrant’s Chief Financial
Officer, Ms. Kelley served as Chief Financial Officer of Vista Point
Technologies, a design and manufacturer of electronic components, since January
2007. Prior to Vista Point Technologies, she worked at Intel Corporation since
the start of her career in 1987, beginning as a financial analyst and later
serving in several management positions before becoming the Senior Controller
of
the Intel Networking business. Ms. Kelley has a B.S. in Business and an MBA
from
Santa Clara University.
Ms.
Kelley and the registrant entered into an Employment Agreement on October 24,
2008 (the “
Employment
Agreement
”)
in
connection with her services as the registrant’s Chief Financial Officer. As
compensation for her services, Ms. Kelley will receive an annual compensation
of
$150,000. She will receive an annual 20% bonus based on her efforts in helping
the registrant achieve the following targets: minimum growth revenue of 80%
in
the first year of her employment, 80% growth in the second year, 70% growth
in
the third year, and 60% growth in the fourth year (each growth revenue
percentage which may be revised by the registrant’s Chief Executive Officer over
the term of Ms. Kelley’s office); annual EBITDA and net income in excess of the
prior year’s EBIDTA and net income; net income margins in excess of 5%; and
acquisitions to secure revenue growth, margin growth, and market share
domestically and internationally. Ms. Kelley will also receive, for her first
year of employment, 100,000 stock options to purchase the registrant’s common
stock, exercisable at a price equal to the closing price of the registrant’s
common stock on the day the Board approves the option issuance. Such stock
options will vest 25% per year for each year of employment from the date of
issue. For her second year of employment, Ms. Kelley will receive an additional
125,000 stock options to purchase the registrant’s common stock, exercisable at
a price equal to the closing price of the registrant’s common stock on the day
the Board approves the stock issuance. Such stock options will vest 33% per
year
for each year of employment from the date of issue. In the event of any sale,
merger, acquisition of over 51% of the registrant’s capital stock by a third
party, or other change of control event, any stock options issued to Ms. Kelley
under the Employment Agreement will be fully vested for such year.
Other
than the Employment Agreement, there is no material plan, contract, or
arrangement to which Ms. Kelley is a party or in which she participates that
is
entered into or a material amendment in connection with Ms. Kelley’s appointment
as the Chief Financial Officer.
There
are
no family relationships between Ms. Kelley and any of our directors or other
executive officers. There are no related party transactions to
report.
Item 9.01
Financial
Statements and Exhibits
Exhibit No.
|
|
Exhibit Description
|
|
|
|
10.1
|
|
Employment
Agreement between Premier Power Renewable Energy, Inc. and Teresa
Kelley,
dated October 24, 2008
|
|
|
|
99.1
|
|
Press
Release, dated October 29, 2008
|
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.
|
PREMIER
POWER RENEWABLE ENERGY, INC.
(Registrant)
|
|
|
|
Date:
October 30, 2008
|
By:
|
/s/
Dean Marks
|
|
|
Dean
Marks
Chief
Executive Officer and President
|
Premier Power Renewable ... (CE) (USOTC:PPRW)
Historical Stock Chart
From May 2024 to Jun 2024
Premier Power Renewable ... (CE) (USOTC:PPRW)
Historical Stock Chart
From Jun 2023 to Jun 2024