Registrant's
telephone number, including area code: (515) 295-3178
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:
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
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o Pre-commencement
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*Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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ITEM
5.01 Changes in Control of Registrant.
Effective
May 2, 2009, the agreement between Ted Hollinger, the Company’s founder, and
Steven C. Waldron, under which Mr. Hollinger granted Mr. Waldron the option to
purchase all of his shares of Common Stock of the Company at a price of $0.02
per share, has expired. Immediately prior to expiration of the
agreement, Mr. Hollinger owned 15,661,037 shares, or 52.83% of the total number
of shares of Common Stock outstanding. Mr. Waldron paid the
amount of $15,000 to acquire the option and 750,000 shares of Mr. Hollinger’s
stock. These shares will now be transferred to Mr. Waldron, reducing
Mr. Hollinger’s ownership to 14,911,037 shares, representing 49.35% of the total
number of shares outstanding.
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective
as of May 1, 2009, Michael A Schiltz has resigned as Acting President and member
of the Board of Directors and Sandra M. Batt has resigned as Chief Financial
Officer.
Theodore
G. Hollinger, founder and majority stockholder of Hydrogen Engine Center, Inc.,
has been appointed President and Chief Executive Officer of the Company. Mr.
Hollinger’s biography can be found in the Company’s Proxy Statement on Schedule
14A filed with the Commission on April 30, 2009.
Bruce
Jensen, CPA, has been named Chief Financial Officer. Bruce
Jensen is a CPA residing in Algona, Iowa. Mr. Jensen graduated from Iowa State
University in 1979 and has been a licensed CPA since 1981. He practiced with
Erpelding, Voigt & Co., L.L.P., public accountants in Algona, Iowa, from
1979 to 2007. He currently operates his own accounting firm in Mason City, Iowa.
Mr. Jensen is a member of the AICPA and of the Iowa Society of
CPAs.
Item
8.01 Other Events
The
company is actively rebalancing its work force. The company has
reduced its regular employees to control overhead, and is moving to a flexible
workforce of direct employees and contractors linked to customer
projects. Technology development resources are stable, and are
expected to grow concurrent with new funding sources.
In
accordance with this rebalancing, HEC has entered into agreements with Mike
Bowery of Eliminator Performance Products for assistance in product development
and for engine engineering design expertise. HEC also has an
agreement with Tom Daly of T. G. Daly Associates to supply n+1 genset
engineering expertise.
Effective
May 1, 2009, HEC has reduced its expenses by signing a triple net lease and
purchase option on one of its buildings to Heartland Metals, who will be
bringing 18-19 jobs to Algona.
SIGNATURES
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.
