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): November 23, 2009
ROADSHIPS HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-141907
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20-5034780
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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525
North Tryon Street, City Center Suite 1600
Charlotte
NC 28202
704-237-3194
www.roadships.us
Registrant’s
telephone number, including area code: 704-237-3194
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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ROADSHIPS
HOLDINGS, INC.
CURRENT
REPORT ON FORM 8-K
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Item 3.02 Unregistered
Sale of Securities
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Item
9.01 Financial Statements and
Exhibits
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Signatures
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As
discussed in further detail in Item 5.02 Departure Of Directors Or Certain
Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory
Arrangement Of Certain Officers, the newly appointed President of Roadships
Holdings, Inc. will be given an additional 5,000,000 shares of restricted common
stock of Roadships Holdings, Inc. to serve as President.
Item
5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangement Of Certain
Officers.
Appointment
of Officers
On
October 1, 2009, Michael Nugent stepped down as President of the Roadships
Holdings, Inc. (the “Company”) and the Board of Directors (the "Board") of the
Company appointed Mr. Robert Smith (“Mr. Smith”) as President of the Company and
Mr. Patrick Greene (“Mr. Green”) as Chief Financial Officer, effective
immediately.
Mr. Smith
is a Director and Corporate Secretary of Nugent Engine Technologies, Inc., a
10-12G Blank Check Company; the co-Managing Member of Enterprise Creations LLC,
a joint venture, and; the Managing Member of RKS Capital LLC, a business
development solution provider. Mr. Smith has 20 plus cumulative years of
management experience; 16 years at executive-level management; 12 plus years
[hands-on] building start-ups and emerging companies; 10 years experience as a
business development consultant. He holds extensive experience and success in
strategic planning and management and capital acquisition (equity and private
debt). Mr. Smith is a “nuts and bolts” business development professional with
proven success working with development, start-up, emerging and growth companies
in a variety of industries; with added emphasis on capital acquisition
strategies and business plan development.
Mr. Green
is a Director and Chief Financial Officer of Endeavour Logistics Pty Ltd,
Endeavour represents the transport arm of Roadships Holdings Inc in Australia.
Mr. Greene also serves as Operations Manager of Adbax Truckside Management Pty
Ltd. Mr. Greene completed his discipline in the automotive and marine
industries in 1988, he also taught automotive trade students at a technical
college (TAFE) in the 90’s. He spent 20 years in his industry as an employee and
business operator. He is a Director and company Secretary of Nugent
Engine Technologies Pty Ltd.
Mr. Smith
and Mr. Greene have not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). Mr.
Smith and Mr. Greene have not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws. Mr. Smith and Mr. Greene have not, during
the last five years, been a party of any bankruptcy petition filed by or against
any business of which he was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time.
The
Company discloses that there are no transactions during the last two years, or
proposed transactions, to which the Company was or is a party, in which Mr.
Smith or Mr. Greene had or is to have a direct or indirect material
interest.
Mr. Smith
will be given an additional 5,000,000 shares of restricted common stock of the
Company’s Common Stock to serve as President.
Repositioning
of Current Officers
On
October 1, 2009, the Company repositioned current officers, in order to better
reflect their duties more accurately, to the following:
Executive
Officer Current
Title New
Title
Mr.
Michael
Nugent Chairman,
President &
CEO à
Chairman & CEO
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Mr.
Robert Smith
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Director, Corporate Secretary
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à
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Director, President & Corporate
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Secretary
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Patrick
Greene
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Executive
Vice President
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Executive
Vice President & Chie
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Financial
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Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
None.
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 thereunto
duly authorized.
Date:
November 23,
2009 Roadships
Holdings, Inc.
By: /s/
Michael
Nugent
Michael
Nugent
Chief
Executive Officer
Date:
November 23,
2009 Roadships
Holdings, Inc.
By: /s/
Robert
Smith
Robert
Smith
Corporate
Secretary