SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 14, 2008
POWER
SPORTS FACTORY, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Minnesota
|
000-25385
|
41-1853993
|
|
(State
or Other Jurisdiction
|
(Commission
|
(
I.R.S. Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
6950
Central Highway, Pennsauken, NJ
|
08109
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (856) 488-9333
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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On August
14, 2008, the Board of Directors of the Company had terminated Steven A.
Kempenich as our Chief Executive Officer and removed him as a director. Mr.
Kempenich was also terminated as Secretary of the Company.
In March,
2009, Mr. Kempenich sued the Company, and our directors and executives, Shawn
Landgraf and Steven Rubakh, for, inter alia, breach of
contract and the covenant of good faith and fair dealing, unjust enrichment,
promissory estoppel, tortious interference with contract, trade libel, and
violation of the New Jersey Wage Act. On July 24, 2009 (the “Settlement
Date”), we agreed to settle all matters involved in this case on the following
basis: we would pay to Mr. Kempenich $10,000 within 30 days of the Settlement
Date and would deliver to Mr. Kempenich shares of the Company’s common stock
from certificates issued to an existing shareholder in September 2007 worth
$15,000, the number of shares to be calculated by averaging the market prices of
our common stock over the 30 days prior to the Settlement Date; Mr. Kempenich
would be removed as a guarantor on two corporate loans, and the
Defendants jointly and severally agreed to indemnify Mr. Kempenich against any
liability under these loans; the parties agreed to mutual non-disparagement and
non-defamation and that any public representations would be consistent
therewith.
In
accordance with the settlement agreement with Mr. Kempenich, on September 1st,
2009, we completed payment of $10,000 and transfer by an existing shareholder of
258,621 shares of our common stock to Mr. Kempenich (the number of shares being
calculated to be worth $15,000 based on the 30 day average price of 5.8 cents
for our common stock).
In
addition, the Company has reviewed the facts surrounding the August 2008 Board
of Director action terminating Mr. Kempenich. In this review, the
Company’s Board of Directors determined that there was not cause
to terminate Mr. Kempenich’s employment. However, the parties have
elected not to resume their relationship. We agreed to amend in this Current
Report our Current Report on Form 8-K, filed August 20, 2008, to disclose our
Board of Director’s determination in this regard.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| POWER SPORTS FACTORY, INC. | |||
|
|
By:
|
/s/ Shawn Landgraf | |
| Shawn Landgraf, Chief Executive Officer | |||
| Date: October 22, 2009 |