Filed On 7/29/08 3:56pm ET · SEC File 0-31573 · Accession Number 1144204-8-42430
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
7/29/08 Proelite/Inc 8-K{1,5,9} 7/23/08 3:31 Vintage Filings LLC/FA
Current Report · Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 27K
2: EX-10.1 Material Contract HTML 65K
3: EX-10.2 Material Contract HTML 69K
8-K · Current Report
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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) July
23, 2008
ProElite,
Inc.
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
|
|
|
22-3161866
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
12121
Wilshire Boulevard, Suite 1001
Los
Angeles, California, 90025
(Address
of principal executive offices)
(310)
526-8700
Registrant’s
telephone number, including area code
Not
Applicable
(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):
| 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
1.01 |
Entry
Into a Material Definitive
Agreement.
|
Agreement
with Mr. Gary Shaw and Gary Shaw Productions
On
July
23, 2008, ProElite, Inc. (the “Company”) entered into an Amended and Restated
Consulting Agreement, dated July 15, 2003, with Mr. Gary Shaw (“Shaw”),
previously a director of the Company and President of its EliteXC division,
and
Gary Shaw Productions MMA, LLC (“GSP”), an affiliate of Mr. Shaw (the “Amended
Shaw Agreement”), which amended and restated that certain Consulting
Agreement among Mr. Shaw, GSP and a subsidiary of the Company dated as of
October 3, 2006 (the “Prior Shaw Agreement”).
Pursuant
to the Amended Shaw Agreement, GSP and Shaw have agreed to continue to provide
consulting services to the Company through September 30, 2009, with Mr. Shaw
to
no longer serve as a director of the Company or officer of one of the Company’s
subsidiaries. In consideration for the consulting services of Mr. Shaw and
GSP,
the Amended Shaw Agreement provides for a total payment to GSP and Shaw of
$250,000 per year plus any unpaid portion of a 5% raise, retroactive to October
2007, which payment is due on the earlier of the date of a change in control
of
the Company or September 30, 2009. The Amended Shaw Agreement also provides
for
a maximum monthly housing allowance to GSP and Shaw of $9,900 through October
31, 2008, and reimbursement for reasonable business expenses upon presentation
of proper receipts and supporting information. The parties also agreed that
the
2,500,000 shares of the Company’s common stock Mr. Shaw received as part of the
initial financing of the Company would no longer be subject to the forfeiture
previously applicable in the Prior Shaw Agreement.
Agreement
with Legacy of Life Entertainment
Additionally,
on July 23, 2008, the Company entered into the Second Amended and Restated
Services Loanout Agreement, dated July 22, 2008, with Legacy of Life
Entertainment (“Legacy”), an affiliate of Mr. Douglas DeLuca (“DeLuca”),
previously the Company’s Chief Strategy Officer and Executive Chairman of its
Board of Directors (the “Amended DeLuca Agreement”), amending and restating that
certain Amended and Restated Services Loanout Agreement dated March 3, 2008
among Legacy, Mr. DeLuca and a subsidiary of the Company (the “Prior DeLuca
Agreement”).
Pursuant
to the Amended DeLuca Agreement, Mr. DeLuca has agreed to provide consulting
services through Legacy to the Company through September 30, 2009, but will
no
longer serve as the Chief Strategy Officer or Executive Chairman of the Board
of
Directors of the Company. The Amended DeLuca Agreement provides for payment
to
DeLuca by the Company of $210,000 per year. The Amended DeLuca Agreement also
provides for a payment to DeLuca of $50,000 upon execution of the agreement
and
resignation of his positions noted above. The parties also agreed that upon
execution of the Amended DeLuca Agreement, any unvested shares of the 4,5000,000
shares of the Company’s common stock Mr. DeLuca received as part of the initial
financing of the Company would become fully vested.
The
foregoing descriptions of the Amended Shaw Agreement and Amended DeLuca
Agreement do not purport to be complete and each is qualified in its entirety
by
reference to the Amended Shaw Agreement and Amended DeLuca Agreement, copies
of
which are filed herewith as Exhibits and incorporated herein by
reference.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(b)
On
July
23, 2008, the Board of Directors of the Company accepted the resignations of
the
following four directors: Gary Shaw, Kurt Brendlinger, David Marshall and
Douglas DeLuca, each of whom tendered his resignation on such date except for
Mr. Shaw, whose resignation was received by the Company on July 22, 2008 but
accepted on July 23, 2008. Mr. DeLuca and Mr. Shaw also resigned their
respective management positions as Chief Strategy Officer of the Company and
President of the Company’s EliteXC division. All resignations were effective as
of July 23, 2008.
(d)
Prior
to
the resignations noted above in item 5.02(b), the following individuals were
elected by the Board to serve as directors, effective as of July 23, 2008,
filling previously existing vacancies on the Board: Edward C. Hannah, Edward
Corey and Robert E. Brierley. In addition, Mr. Charles F. Champion, the
Company’s Chief Executive Officer and a director, was elected Chairman of the
Board.
Messrs.
Hannah, Corey and Brierley are each expected to be named to serve on the
compensation, audit, and to-be-formed governance committees of the Company,
and
along with Mr. Champion, were named to serve on the Company’s strategic planning
committee.
Mr.
Hannah is currently a partner practicing in the corporate group in the Toronto,
Ontario office of the international law firm Davies Ward Phillips & Vineberg
(“Davies”). Mr. Hannah was a partner at Davies from 1985-2000 and since
rejoining Davies in January 2005, Mr. Hannah has advised both targets and
acquirers in public and private acquisitions and provided corporate
governance advice to public companies listed on both Canadian and U.S. stock
exchanges. Mr. Hannah left Davies in April 2000 to consult for Web Capital
Partners, a venture capital investor, and The Score Television Network.
Following the financial re-engineering of The Score and its listing on The
Toronto Stock Exchange, he became Senior Vice-President of Headline Media Group
Inc. (TSX: HMG) where, as a member of the three-person executive team, he
managed The Score as well as a related sports and entertainment company. In
2001, Mr. Hannah joined Magna Entertainment Corp. (“MEC”) as Vice-President and
General Counsel and in 2002 became Executive Vice-President, Corporate
Development and General Counsel. In addition to coordinating the eight-member
legal department, he headed MEC’s corporate development group, which focused on
acquisitions and industry initiatives. In 2003, in connection with a corporate
restructuring at MEC, Mr. Hannah became Executive Vice-President, Corporate
Development and General Counsel of MI Developments Inc. a sister company of
MEC
(TSX: MIM.A, NYSE: MIM) where he was an integral member of the management team.
Mr. Hannah has a B.A. in Economics and Political Science from Yale University,
graduating Summa Cum Laude; an LL.B. from Osgoode Hall Law School (Gold
Medallist); an LL.M. from Harvard Law School, specializing in corporate finance,
securities law and anti-trust law; and an M.B.A. from York University with
a
specialty in finance, graduating first in his class.
Mr.
Corey
is the founding member of the law firm, Corey & Corey, starting it in 1994
after leaving the Los Angeles office of Cotkin & Collins as partner. Mr.
Corey specializes in business litigation with emphasis on contract, employment,
and general civil litigation. Mr. Corey's practice also includes representation
of clients who are starting new businesses. Mr. Corey is a graduate of the
University of Southern California and the University of the Pacific, McGeorge,
where he received his law degree with honors.
Mr.
Brierley is currently the CEO and President of Aircuity, Inc., a manufacturer
of
integrated sensing and control solutions for reducing building energy and
operating expenses and improving indoor environmental quality. Prior to joining
Aircuity, Inc. in May 2005, Mr. Brierley served as the CFO of Extraction
Systems, a manufacturer of high performance filtration systems for semiconductor
photolithography equipment, guiding the company through a recovery and rapid
cyclical expansion positioning it for its ultimate acquisition by Mykrolis
Corporation in 2005. Mr. Brierley also served as CFO of Access Media, Inc.
from
April 1999 through June 2001 and as COO of Phoenix Controls Corporation from
1993 to 1999, where he teamed with founder Gordon Sharp to refine the company's
strategic focus and played an instrumental role in directing the growth of
the
company into an industry leader, culminating in its sale to Honeywell, Inc.
in
1998. Mr. Brierley earned his MS in Management from the MIT Sloan School of
Management.
| Item
9.01. |
Financial
Statements and Exhibits
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(d)
Exhibits.
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Exhibit
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Number
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Exhibit
Title
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10.1
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Amended
and Restated Consulting Agreement dated as of July 15, 2008 by
and among
ProElite, Inc., Gary Shaw, and Gary Shaw Productions MMA,
LLC.
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| |
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10.2
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Second
Amended and Restated Services Loanout Agreement dated as of July
22, 2008
by and between ProElite, Inc. and Legacy of Life
Entertainment.
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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.
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ProElite,
Inc.
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By:
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/s/
CHARLES CHAMPION
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Charles
Champion
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Chief
Executive Officer
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Dates Referenced Herein and Documents Incorporated By Reference
| This 8-K Filing | | Date | | Other Filings |
|---|
| |  |
| | 7/15/03 |
| | 10/3/06 |
| | 3/3/08 | | 8-K |
| | 7/15/08 |
| | 7/22/08 |
| For The Period Ended | | 7/23/08 |
| Filed On / Filed As Of | | 7/29/08 |
| | 10/31/08 |
| | 9/30/09 |
| |
| Top | | List All Filings |
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