PCSV PCS Edventures Com Inc (PK)

 

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

November 19, 2015

Date of Report

(Date of Earliest Event Reported)

PCS EDVENTURES!.COM, INC.

(Exact name of Registrant as specified in its Charter)

 

IDAHO	000-49990	82-0475383
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

 

345 Bobwhite Court, Suite 200

Boise, Idaho 83706

(Address of Principal Executive Offices)

 

(208) 343-3110

(Registrant’s Telephone Number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

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):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14-a-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))

 

 

 

REFERENCES

 

References in this Current Report to PCS Edventures!.com, Inc., refer to the Registrant and its subsidiaries, including the words the “Company,” “PCS”, “PCSV”, “we”, “our”, “us” and words of similar import.

 

FORWARD-LOOKING STATEMENTS

 

Except for historical facts, all matters discussed in the Press Release attached to this Current Report, which are forward-looking, involve a high degree of risk and uncertainty. Certain statements in this Press Release set forth management’s intentions, plans, beliefs, expectations, or predictions of the future based on current facts and analyses. When we use the words “believe”, “expect”, “anticipate”, “estimate”, “intend” or similar expressions, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated in such statements, due to a variety of factors, risks and uncertainties. Potential risks and uncertainties include, but are not limited to, competitive pressures from other companies within the Educational Industries, economic conditions in the Company’s primary markets, exchange rate fluctuation, reduced product demand, increased competition, inability to produce required capacity, unavailability of financing, government action, weather conditions and other uncertainties, including those detailed in the Company’s SEC filings. The Company assumes no duty to update forward-looking statements to reflect events or circumstances after the date of such statements.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

CEO Change and Appointment of Executive Vice President

On November 20, 2015, the Company announced that Mr. Robert O. Grover will step down as Chief Executive Officer and a Member of the Board of Directors, effective November 19, 2015. Mr. Grover will continue to serve as Executive Vice President, focused on product delivery, market development, and revenue growth of the Company. Mr. Grover has served as Chief Executive Officer of the Company since 2011. His experience in STEM education is expected to support the growth of PCS programs and services in the market.

 

Mr. Grover will continue to receive his annual salary of $100,000. He is eligible to receive a cash bonus of $50,000, an additional 50,000 shares of the Company’s common stock and 200,000 incentive stock options, if he achieves certain milestones for the Company and continues to be employed after a one year period.

 

The Nominating and Corporate Governance Committee of the Company’s Board of Directors has begun a search to identify a new CEO.

 

Resignation of Director

The Board of Directors of the Company has accepted the resignation of Murali Ranganathan as a member of the Board of Directors of the Company. Mr. Ranganathan’s resignation is effective as of November 30, 2015.

 

There were no disagreements between the Company and Mr. Ranganathan regarding his resignation.

 

Item 7.01 Regulation FD Disclosure.

 

See Item 9.01, Exhibit 99.1

 

The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18.  Furthermore, the information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibit No.   Exhibit Description

 

99.1

Press Release dated November 20, 2015.

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PCS EDVENTURES!.COM, INC.

 

Dated:	November 20, 2015		By:	/s/ Robert Grover
				Robert Grover
				Executive Vice President

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

November 20, 2015

 

PCS Edventures.com!, Inc. Announces Robert Grover Appointed as Executive Vice President

 

Boise, Idaho, November 20, 2015 - PCS Edventures!, Inc. (PCSV), a leader of K-12 STEM Education & Robotics today announced that Robert Grover will be stepping down as CEO, and will move into the role of Executive Vice President, where he will focus on product delivery and market development effective immediately.

 

Mr. Grover has spent over two decades with PCS working in the field of education designing, developing, and creating learning programs and services that facilitate student-centered, experiential learning. “His devotion and knowledge of PCS products will be instrumental for PCS to increase its revenues and grow its market share” stated the Board of Directors.

 

Robert Grover commented that “This is an exciting time for PCS and I am delighted that we will be recruiting new talent to our executive management team. I look forward to the opportunity to increase our revenues through focused work with our sales people, partners, and channels as we grow awareness of our BrickLab and PCS Robotics products, our extensive enrichment camp products, and, now, our new digital curriculum platform that will support and enhance all of our products. This new learning platform called “EdApp” will be launching for the holiday season as we release our first digital title, Droneology, a timely product that addresses the major need for drone safety and awareness. This product release is especially relevant as we head into the holiday season where nearly a million drones are projected to be purchased.”

 

The Nominating and Corporate Governance Committee of the Company’s Board of Directors has begun a search for a new CEO.

 

About PCS Edventures!

PCS Edventures!.com, Inc. (OTCQB:PCSV) designs and delivers educational products and services to the K-12 market that develop 21st century skills, programs emphasize hands-on experiences in (STEAM) and have been deployed at over 7,000 sites in all 50

 

United States and 17 foreign countries. Additional product information is available HERE.

 

 

This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as PCS Edventures, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statement.

 

Contact Information:

 

Public Relations Contact:

Juda Engelmayer

5W Public Relations

jengelmayer@5wpr.com

(212) 999-5585

 

 

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