Infinite Group Inc - Current report filing (8-K)
July 03 2008 - 6:13AM
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): June 30, 2008
INFINITE
GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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0-21816
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52-1490422
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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60
Office
Park Way
Pittsford,
New York 14534
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (585) 385-0610
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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.
Effective
June 30, 2008, Paul Delmore resigned from his directorship position on Infinite
Group, Inc.’s (“Infinite”) board of directors (the “Board”).
Effective
July 1, 2008, the Board approved and Mr. Delmore accepted a position on
Infinite’s newly created advisory board.
Effective
July 1, 2008, James Villa, age 51, was appointed by the Board to fill this
vacancy. Since 2000, Mr. Villa has been the President of Intelligent Consulting
Corporation, (ICC). ICC provides business consulting services to public and
privately held middle market companies and has provided consulting services
to
Infinite since January 2003.
During
the years ended December 31, 2007 and 2006, Infinite paid ICC $128,400 and
$213,650, respectively, for services rendered. The consulting services provided
to Infinite by ICC have included developing new business strategies that led
to
the discontinuation of certain of Infinite’s former businesses and to
implementing its current business plans; developing and implementing
improvements to Infinite’s technology infrastructure; business development
activities; and specific projects as directed by Infinite’s President to assist
Infinite in developing and implementing its business plans and other corporate
matters.
During
the current fiscal year, Infinite issued an aggregate of 850,000 unregistered
shares of its common stock to Northwest Hampton Holdings, LLC, an accredited
investor, upon its conversion of $42,500 of accrued interest payable on certain
outstanding convertible notes in accordance with the terms of such notes.
Mr.
Villa is the sole member of Northwest Hampton Holdings, LLC.
There
is
no existing family relationship between Mr. Villa and any director or executive
officer of Infinite.
SIGNATURE
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.
Date:
June 30, 2008
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INFINITE
GROUP, INC.
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By:
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/s/
Michael S. Smith
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Michael
S. Smith
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President
and Chief Executive Officer
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