SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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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):
February 17, 2016
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SITESTAR CORPORATION
(Exact Name of Registrant as Specified in Its
Charter)
Nevada |
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000-27763 |
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88-0397234 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4026 Wards Rd., Suite G1 #271 |
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24502 |
Lynchburg, VA |
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(Address of principal executive offices) |
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(Zip 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:
[ ] 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
On February 23, 2016, Sitestar Corporation (the “Company”)
announced that Roger Malouf resigned as a member of the Company’s Board of Directors (the “Board”). Mr. Malouf
informed the Company of his resignation on February 17, 2016 and the resignation was effective on February 22, 2016. Mr. Malouf’s
resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices.
On February 23, 2016, the Company announced that it appointed
Christopher Payne, 44, as a member of the Board. Mr. Payne was appointed by the Board at its meeting on February 17, 2016 and
the appointment was effective on February 22, 2016. Mr. Payne will serve on the Audit Committee.
Mr. Payne is currently a manager at a private business valuation
firm in Rochester, New York. He has more than 15 years of consulting, corporate finance and Big Four experience. He holds an MBA
from George Mason University and a Bachelor of Science in Financial Management from the University of North Carolina at Charlotte.
Mr. Payne is considered an “audit committee financial expert” as defined by the Securities and Exchange Commission.
Mr. Payne does not have any interest in any transactions
requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Payne and
any other person pursuant to which he was appointed as a director.
On February 17, 2016, the Board elected Steve L. Kiel as
the President and Chief Executive Officer of the Company. Since December 14, 2015 Mr. Kiel has served as the interim President
and CEO of the Company.
On February 17, 2016, the Board elected Jeffrey I. Moore
as Chairman of the Board. Mr. Moore has served on the Board since October 21, 2013.
A copy of the Press Release dated February 23, 2016 announcing
the foregoing is attached hereto as Exhibit 99.1.
Item 8.01 - Other Events
By letter dated February 23, 2016, the Company made demands
on Frank R. Erhartic, Jr., its former President and CEO, for restitution for payments that the Company believes Mr. Erhartic inappropriately
requested and received from the Company. An investigation revealed that the company has previously claimed 3,318,000 more common
shares than it has documentation for, a number which Mr. Erhartic has certified in filings to the Securities and Exchange Commission.
The letter to Mr. Erhartic requests information to explain this discrepancy.
The demand was made following the results of an investigation
conducted by outside legal and accounting advisors to the Company.
A copy of the Press Release dated February 23, 2016 announcing
the foregoing is attached hereto as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
(a) Financial statements of businesses acquired
– not applicable
(b) Pro forma financial information –
not applicable
(c) Shell company transactions – not
applicable
(d) Exhibits
SIGNATURE
In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: |
February 23, 2016 |
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SITESTAR CORPORATION |
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By: |
/s/ Daniel Judd |
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Daniel Judd |
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CFO |
EXHIBIT INDEX
FOR IMMEDIATE RELEASE
Contact: Daniel Judd
434-239-4272
investorrelations@sitestar.com
Sitestar Announces the Appointment of Jeffrey
Moore as Chairman, the Resignation of Roger Malouf as a Director, the Appointment of Christopher Payne as a Director, and the
Issuance of a Demand Letter to its Former CEO
Lynchburg, VA. — February 23, 2016 — Sitestar Corporation
(OTCQB: SYTE) (“Sitestar” or the “Company”) today announced that at the Company’s most recent Board
Meeting held on February 17, 2016, the Board of Directors carried out the following actions:
· | | Jeffrey Moore was unanimously elected to the position of Chairman |
· | | Steven Kiel was appointed as the permanent President and Chief Executive Officer |
· | | A resolution was adopted setting the size of the Board at five Directors |
Additionally, effective February 22, 2016, Roger Malouf
resigned as a Director. Christopher Payne was appointed to replace him. Mr. Payne is currently a manager at a private business
valuation firm in Rochester, New York. He has more than 15 years of consulting, corporate finance and Big Four experience. He
holds an MBA from George Mason University and a Bachelor of Science in Financial Management from the University of North Carolina
at Charlotte. Mr. Payne is considered an “audit committee financial expert” as defined by the Securities and Exchange
Commission. He will serve on the Audit Committee.
“We thank Roger for his service to the Board and for
his guidance and leadership during a difficult time for the Company,” stated Jeff Moore. “We are happy to welcome
Chris Payne as a Director. Chris’s experience and expertise make him a perfect fit as the Company transitions to the future.”
On February 16, 2016 the Company received the final results
of the investigation regarding its former CEO, Frank Erhartic. This investigation was led by outside legal and accounting advisors
to the Company.
The results of the investigation form the basis of a demand letter that the
Company has sent to Mr. Erhartic. The letter demands restitution for payments that the Company believes Mr. Erhartic
inappropriately requested and received from the Company. The investigation also revealed that the company has previously
claimed 3,318,000 more common shares than it has documentation for, a number which Mr. Erhartic has certified in filings to
the Securities and Exchange Commission. The letter to Mr. Erhartic requests information to explain this discrepancy. There
can be no promises that the Company will successfully collect on these demands.
About Sitestar
Sitestar is an Internet Service Provider (ISP) that offers consumer
and business-grade Internet access, wholesale managed modem services for downstream ISPs and Web hosting. Sitestar is also a real
estate investment entity. For more information regarding Sitestar, go to: www.sitestar.com
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are made as of the date they were first issued and are based on current expectations as well as the
beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of
which involve factors or circumstances that are beyond Sitestar’s control, including worldwide and local economic conditions
and the specific risks associated with the very competitive ISP and real estate sectors. Sitestar expressly disclaims any intent
or obligation to update these forward-looking statements except as required by law. Copies of Sitestar’s press releases
and additional information about Sitestar are available at www.sitestar.com.
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