8-K: Current report filing
Published on January 18, 2011
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): January 11, 2011
CommerceTel
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53851
|
26-3439095
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
8929 Aero
Drive, Suite E
San Diego, CA
92123
(Address
of principal executive offices) (zip code)
(866)622-4261
(Registrant’s
telephone number, including area code)
4600
Lamont Street #4-327
San Diego, CA 92109-3535
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
1140
Avenue of the Americas, 9th
Floor
New York,
New York 10036
Phone:
(212) 584-7805
Fax:
(646) 380-6899
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(d) On
January 11, 2011, CommerceTel Corporation (the “Company”) entered into an
employment agreement with Dennis Becker (the “Agreement”). Under the
terms of the Agreement, Mr. Becker will serve as the Company’s President and
Chief Executive Officer for an initial term of three years from December 24,
2010 (the “Effective Date”). Unless terminated no less than 90 days
prior to the expiration date by either party, the Agreement is renewed
automatically for successive one year periods. Under the Agreement,
Mr. Becker is paid a base annual salary of $120,000. The base salary
is subject to an annual increase at the sole discretion of the Company’s Board
of Directors. In addition to regular annual increases, the base
salary will be increased by $30,000 (up to a cumulative maximum of $60,000) for
each acquisition of the stock or all or substantially all of the assets of a
third party entity, or the formation of joint ventures resulting in operating
cash flows minus capital expenditures and dividends of no less than $25,000
during a three month period ending six months after the completion of each such
acquisition or formation of such joint venture. In addition, his
salary will be increased to $225,000 in the event the Company completes a
financing transaction of no less than $3,000,000 and it completes one
acquisition. The board may further award him, at its sole discretion,
an annual bonus of up to 50% of his base salary and grant him stock
options.
If the
Agreement is terminated by the Company without cause (as defined in the
Agreement) or the Company notifies Mr. Becker that it will not renew the
Agreement, the Company will be required to pay him a severance payment equal to
six months payable in regular intervals following such termination or expiration
of the Agreement.
The
Company includes non-compete, non-solicitation, intellectual property assignment
and confidentiality provisions that are customary in the Company’s
industry.
|
Item
9.01
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Financial
Statements and Exhibits.
|
Not
applicable.
(b) Pro
forma financial information.
Not
applicable.
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Exhibit
Number
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Description
|
|
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10.1
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Employment
Agreement with Dennis Becker effective as of December 24,
2010.
|
|
-2-
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| COMMERCETEL CORPORATION | |||
|
January
18, 2011
|
By:
|
/s/ Dennis
Becker
|
|
| Chief Executive Officer | |||
-3-