Item
5.01 Changes in Control of Registrant
As
previously described in Item 1.01, on August 9, 2018, the Board of
Directors of the Company through NuLife Sub approved and executed
the Merger Agreement, to become effective at the “Effective
Time, and after the satisfaction or waiver by the parties thereto
of the conditions set forth in Article VI of the Merger Agreement.
Pursuant to the terms of the Merger Agreement, and in exchange for
all one hundred (100) issued and outstanding shares of LJR, LJR
will receive one thousand (1,000) shares of Series D Preferred
Stock, convertible into fifty million two hundred thirty-nine
thousand five hundred forty-one (50,239,541) shares of common stock
(38%) of the Company. In addition, the LJR shareholder will receive
one share of series C super-voting preferred stock of NuLife which
grants the holder 50.1% of the votes of NuLife at all times. The
beneficial owner of LJR, Mr. Louis J. Resweber, will control Nulife
by holding the shares of series A and D as described
above.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
At the
Effective Time, and pursuant to the terms of the Merger Agreement,
the following individuals will be the officers and directors of the
Company.
Name
|
Position
|
Lou
Resweber
|
Chairman
and Chief Executive Officer
|
Sean
Clarke
|
Director
|
A brief
summary of background and business experience of the
Company’s Chairman and Chief Executive Officer is as
follows:
Louis J. Resweber, age 56, will be elected as Chairman of the
Board, President and Chief Executive Officer of NuLife
Sciences, Inc. (“NULF”).
From September 2015 to present, Mr. Resweber was
President and Sole Owner LJR Security
Services,
Inc. (“LJR”), and its wholly-owned
subsidiary, Gulf West Security Network,
Inc. (“GWSN”),
which are now being merged into NULF.
From March 1998 to September 2015, Mr. Resweber was the
Chairman of the Board, President and Chief Executive Officer
of
Pelican Security Network,
Inc.,
one of the
nation’s leading providers of life safety, electronic
security and property protection services, which he founded as a
‘
start-up’
enterprise and
eventually
grew into the one of the nation’s fifty (50)
largest providers of alarm services in terms
of
total number
of
customers
served.
In
the process, Resweber completed more than a dozen successful
mergers and acquisitions, and Pelican
ultimately
provided
24-hour / 7-day-a-week remote alarm
monitor
ing
to
more than twenty
thousand (20,000) residential, commercial and industrial alarm
customers across a seven-state region.
From 1997 to 1999, Mr. Resweber was
Chairman of the Board of Westmark Group
Holdings, Inc. (NASDAQ: WGHI)
, a financial services concern,
where
completed
a
reorganization of this regional lender into
a nationwide financial
services provider
.
From 1995 to 1997, Mr. Resweber was
President and Chief Executive Officer
of Network Acquisition Corporation (NASDAQ:
NTWK),
a switch-based
telecommunications concern, where he
spearheaded a series of seventeen (17)
mergers and acquisitions
.
From 1992 to 1995, Mr. Resweber was
Senior Vice President
of
United Companies Financial Corporation (NYSE:
UC),
a financial services
concern, where he
developed a capital markets plan that helped push
UC’s stock price from $16 to $132 per
share.
Beginning his career in the energy sector,
from 1983 to 1992, Mr. Resweber served as
a
Vice President
of Arkla Exploration, I
nc.
(NYSE: ARK);
a
Vice
President of NorAm Energ
y,
Inc.
(NYSE: NAE / now NRG
Reliant Energy);
a
Vice
President of Entex Ga
s,
Inc.
s
(NYSE:
ETX); and
a
Manager
of Celeron Oil & Ga
s
Corporation
(NYSE: CEL /
now Plains All American Pipeline); which merged with The
Goodyear Tire & Rubber Company (NYSE: GT) to build the
nation's longest pipeline, twice as long as the famous Alaskan
Pipeline.
Mr.
Resweber is
a
cum
laude
graduate of
the University of Louisiana in Lafayette, LA and a
current resident of Scott, LA.