Current Report Filing (8-k)
July 13 2017 - 4:04PM
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): July 10, 2017
ALLTEMP,
INC.
DELAWARE
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000-55122
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80-0142655
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(State or other jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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960
Westlake Boulevard, Suite 207
Westlake
Village, California 91361
(Address
of principal executive offices)
(855)
687-4867
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective
July 10, 2017, Alltemp, Inc. (the “Company”) appointed Robert N. Weingarten as its Chief Financial Officer. Pursuant
to an agreement between the Company and Mr. Weingarten, Mr. Weingarten is to receive base compensation of $7,500 per month. Mr.
Weingarten’s engagement is on a part-time basis. The engagement is terminable by either party on 10 days’ notice.
Mr.
Weingarten, 65, is an experienced business consultant and advisor with an ongoing consulting practice. Mr. Weingarten has significant
accounting and finance expertise, particularly with regard to public reporting requirements. Since 1979, Mr. Weingarten has provided
financial consulting and advisory services and served on the boards of directors of numerous public companies in various stages
of development, operation or reorganization.
Mr.
Weingarten has been a director of Guardion Health Sciences, Inc. since June 30, 2015.
On
April 29, 2013, Mr. Weingarten was appointed to the Board of Directors of RespireRx Pharmaceuticals Inc., formerly known as Cortex
Pharmaceuticals, Inc. (“RespireRx”), and was named Vice President and Chief Financial Officer of RespireRx. He resigned
from those positions on February 17, 2017.
Mr.
Weingarten was appointed as a director of Staffing 360, Inc. on February 25, 2014 and resigned this position on April 20, 2014.
Mr.
Weingarten was the Non-Executive Chairman of New Dawn Mining Corp. (“New Dawn”) from August 31, 2005 through September
30, 2010, and was named the Executive Chairman of New Dawn in October 2010. On July 8, 2010, Mr. Weingarten was appointed to the
Board of Directors of Central African Gold Limited (formerly known as Central African Gold Plc and listed on the Alternative Investment
Market of the London Stock Exchange at that time). Central African Gold Limited was an indirect, wholly-owned subsidiary of New
Dawn. Both New Dawn and Central African Gold Limited have ceased to be publicly traded and reporting companies in their respective
jurisdictions.
Mr.
Weingarten received a B.A. Degree in Accounting from the University of Washington in 1974, and an M.B.A. Degree in Finance from
the University of Southern California in 1975. Mr. Weingarten is a Certified Public Accountant (inactive) in the State of California.
Item
9.01.
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Financial
Statements and Exhibits.
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A
list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which is presented elsewhere
in this document, and is incorporated herein by reference.
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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ALLTEMP, INC.
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Date: July
12, 2017
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By:
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/s/
WILLIAM LOPSHIRE
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William
Lopshire
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Chief
Executive Officer
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INDEX
TO EXHIBITS
The
following documents are filed as part of this report:
4