Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 28, 2007, VuBotics, Inc. (the “Company”) announced changes
related to an expansion of its management team and the Board of Directors (the “Board”).
With respect to the management team, Philip Lundquist, the Company’s Chairman,
Chief Executive Officer and Chief Financial Officer, will continue as Chairman
but will relinquish his roles as Chief Executive Officer and Chief Financial
Officer effective November 28, 2007. The Board has appointed Marc Owensby to
serve as Interim Chief Executive Officer and Thomas C. Ridenour to serve as
Secretary and Interim Chief Financial Officer effective November 28, 2007. With
respect to the Board, Richard Barfield has been appointed a director of the
Company effective December 3, 2007.
Interim Chief Executive Officer
On November 22, 2007, the Board appointed Marc Owensby, age 46, a
director of the Company, to succeed Mr. Lundquist as Interim Chief Executive
Officer effective November 28, 2007. Mr. Owensby has served as the chief
development officer of PT Code Jawa, a mobile software development firm based
in Indonesia since 2002. Prior to co-founding PT Code Jawa, Mr. Owensby was the
chief executive officer of Spotcast Communications, Inc. from 1998 through 2002.
Mr. Owensby holds a dual degree in economics and history from the University of
Wisconsin-Madison and a doctorate in law degree from the University of
Wisconsin Law School.
There are no arrangements or understandings between Mr. Owensby and any
other persons with respect to his appointment as Interim Chief Executive
Officer. There have been no transactions, nor are there currently proposed
transactions, to which the Company was or is to be a party in which Mr.
Owensby, or any member of his immediate family had, or will have, a direct or
indirect material interest. There are no familial relationships between Mr.
Owensby and the other officers and directors of the Company. The Board has not
yet determined Mr. Owensby’s compensation for serving as interim Chief
Executive Officer.
Secretary and Interim Chief Financial Officer
On November 22, 2007, the Board appointed Thomas C. Ridenour, age 46,
to succeed Mr. Lundquist as Interim Chief Financial Officer effective November
28, 2007. In addition, the Board appointed Mr. Ridenour to serve as Secretary
of the Company. Mr. Ridenour has served as a consultant to the Company since
May 2005. Mr. Ridenour has been the principal of Ridenour & Associates, LLC
since June 2002. Prior to 2002, Mr. Ridenour was the senior vice president and
chief financial officer of Healthwatch, Inc., a software developer for the
healthcare industry. Mr. Ridenour holds a Bachelor of Science degree in
accounting from the University of South Carolina and is a Certified Public
Accountant and member of the AICPA and the Georgia Society of CPAs.
There are no arrangements or understandings between Mr. Ridenour and
any other persons with respect to his appointment as Interim Chief Financial
Officer. There have been no transactions,
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nor are there currently proposed transactions, to which the Company was
or is to be a party in which Mr. Ridenour, or any member of his immediate
family had, or will have, a direct or indirect material interest. There are no
familial relationships between Mr. Ridenour and the other officers and
directors of the Company. The Board has not yet determined Mr. Ridenour’s
compensation for serving as interim Chief Financial Officer and Secretary.
Director
On November
22, 2007, the Board appointed Richard Barfield as a new director of the Company
effective December 3, 2007. This appointment increases the number of members of
the Board from four to five. Mr. Barfield will serve for a term expiring at the
Company’s 2008 Annual Meeting of Shareholders. Mr. Barfield, age 51, served as
chief executive officer of Spring Group plc, an information technology staffing
company, from March 2002 through September 2006. From June 2000 through
February 2002, Mr. Barfield served as group finance director of Spring Group
plc. Prior to joining Spring Group plc, Mr. Barfield was the finance director
for several companies including
BellSouth Corporation, Northgate Information Solutions
plc, and Smith Kline Beckman. Mr. Barfield holds a Bachelor of Arts degree from
King’s College in London and is a Fellow of the Royal Society of Arts (FRSA), a
Fellow of the Institute of Chartered Accountants (FCA), and a Chartered
Accountant (ACA). Mr. Barfield serves as Chairman of ARC International
plc and Executive Chairman of Square One Resources Limited.
There are no arrangements or understandings between Mr. Barfield and
any other persons with respect to his appointment as a director of the Company.
There have been no transactions, nor are there currently proposed transactions,
to which the Company was or is to be a party in which Mr. Barfield, or any
member of his immediate family had, or will have, a direct or indirect material
interest. There are no familial relationships between Mr. Barfield and the
other officers and directors of the Company. The Board of Directors has not yet
determined whether Mr. Barfield or any other director of the Company will
receive compensation for serving as a director.
The Company’s press release announcing the expansion of the Company’s
management team and Board is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release dated November 28, 2007 of VuBotics, Inc.
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