Attached files
| file | filename |
|---|---|
| EX-2.1 - Iron Eagle Group, Inc. | v171139_ex2-1.htm |
| EX-2.2 - Iron Eagle Group, Inc. | v171139_ex2-2.htm |
| EX-10.5 - Iron Eagle Group, Inc. | v171139_ex10-5.htm |
| EX-10.3 - Iron Eagle Group, Inc. | v171139_ex10-3.htm |
| EX-10.6 - Iron Eagle Group, Inc. | v171139_ex10-6.htm |
| EX-10.4 - Iron Eagle Group, Inc. | v171139_ex10-4.htm |
| EX-10.2 - Iron Eagle Group, Inc. | v171139_ex10-2.htm |
| EX-10.1 - Iron Eagle Group, Inc. | v171139_ex10-1.htm |
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, 2010
Pinnacle
Resources, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Wyoming
|
0-22965
|
84-1414869
|
||
|
(State
or Other Juris-
diction
of Incorporation
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
9600 E. Arapahoe Road, Suite
260, Englewood, Colorado 80112
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (303)
705-8600
N/A
(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))
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Definitive Material Agreement.
On
January 8, 2010, Pinnacle Resources, Inc., a Wyoming corporation (the
“Company”), Iron Eagle Group, a Nevada corporation (“Iron Eagle”) and the
Shareholders of Iron Eagle (the “Iron Eagle Shareholders”), by and among
themselves, entered into a Share Exchange Agreement (the
“Agreement”).
Pursuant
to the Agreement, the Company issued an aggregate of 373,491,825 shares of
Common Stock of the Company to the Iron Eagle Shareholders (the “IE Shares’) in
exchange for 1,000 Iron Eagle Shares, which represented all of the issued and
outstanding capital stock of Iron Eagle. As a result of the transaction effected
by the Agreement, Iron Eagle became a wholly-owned subsidiary of the
Company.
The terms
of the Agreement required that all of the Iron Eagle Shareholders place the IE
Shares in escrow, and that the IE Shares would only be released to the Iron
Eagle Shareholders if within nine (9) months after the Closing Date of the
Agreement, (i) Iron Eagle shall enter into one or more agreements to acquire
construction, infrastructure or related companies with aggregate fiscal 2009 or
last twelve (12) months audited EBITDA, adjusted for non-recurring expenses, of
at least One Million Eight Hundred Thousand Dollars ($1,800,000); or (ii) the
Company’s Board of Directors unanimously votes to authorize the release of the
IE Shares. The Agreement further provided that Iron Eagle may cause any such
acquisition to be completed in the Company, in Iron Eagle or in a subsidiary of
either company and that any acquisition may utilize cash and/or newly issued
stock of either the Company, Iron Eagle or a new subsidiary to complete such
acquisitions. Iron Eagle advanced a $10,000 loan to the Company on the execution
of the Agreement. The first One Hundred
and Eighty million (180,000,000) shares to be issued to acquire or merge
companies to satisfy the Performance Obligation shall come from newly issued
shares from the Company. Shares issued to companies to satisfy the Performance
Obligation above the first One Hundred and Eighty million (180,000,000) shares
shall come from shares in the Escrow. As a condition of the Performance
Obligation being met, the 32,477,550 shares issued and outstanding prior to the
Iron Eagle Transaction shall represent a minimum of 5% of the total
fully-diluted shares outstanding.
Pursuant
to the terms of the Agreement, the Company agreed to (i) assist Iron Eagle to
the best of its ability to complete any such acquisition transactions proposed
by Iron Eagle; (ii) take any necessary actions to authorize and issue new shares
of stock to raise capital for all or a portion of any acquisition purchase
price; and (iii) not take any action that would in any way impede or prevent
Iron Eagle from completing any proposed acquisition transaction. In the event
that Iron Eagle fails to complete an acquisition as detailed in Paragraph 5.9 of
the Agreement, the IE Shares held in escrow are supposed to be returned to the
Company and the Company would be be released from its obligation to repay the
$10,000 loan it received from Iron Eagle.
A copy of
the Agreement is included as Exhibit 2.1 to this Current Report and is
hereby incorporated by reference. All references to the Agreement and other
exhibits to this Current Report are qualified, in their entirety, by the text of
such exhibits.
Section
5 – Corporate Governance and Management
Item 5.01
Changes in Control of Registrant.
As
explained more fully in Item 1.01, in connection with the Agreement, on January
8, 2010, the Company issued an aggregate of 373,491,825 its common shares to the
Iron Eagle Shareholders in exchange for 100% (1,000 Iron Eagle Shares) of the
outstanding shares of Iron Eagle. As such, immediately following the Exchange,
the IE Shareholders held approximately 92% of the total combined voting power of
all classes of the Company’s outstanding stock entitled to vote.
In
connection with the Closing of the Agreement, and as explained more fully in
Item 5.02 of this Current Report dated January 11, 2010, Jason Shapiro, the
Chief Executive Officer and sole director of Iron Eagle, was appointed as a
member of the Company’s Board of Directors and as Chief Financial Officer. Mr.
Shapiro owns 99,149,630 of the Company’s common shares (included in the IE
Shares). Mr. Shapiro’s brother, Jake Shapiro, also owns 99,149,630 of the
Company’s common shares (included in the IE Shares), although each of Jason
Shapiro and Jake Shapiro disclaims any beneficial interest in the others’ IE
Shares.
In
connection with the Iron Eagle transaction, the Company also entered into
severance agreements with Glen R. Gamble, the Company’s President and Robert
Hildebrand, the Company’s Secretary and Treasurer. Copies of the severance
agreements are included as Exhibits 10.5 and 10.6.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 2, 2009 the Company’s Board, acting by unanimous consent of the Board
of Directors in lieu of a meeting pursuant to the Wyoming Business Corporation
Act and the Corporation's By-Laws, nominated Jason Shapiro as a Member of the
Board of Directors of the Company, to fill the vacancy on the Company’s Board of
Directors and thereby bring the total number of Directors on the Board to three
as required under Article III, Section 3.02 of said By-Laws, to serve for a
period of one year or until the appointment of his successor or assign. Mr.
Shapiro accepted such appointment. Mr. Shapiro’s biography is set forth
hereinbelow:
Jason Shapiro, age 32 has over
10 years of financial, private equity, turnaround, and restructuring experience
across regional and global firms in diverse industries and in various states of
financial health. He achieved honors at all schools with multiple valedictorian,
summa cum laude, and scholarship awards. Prior to joining Iron Eagle Group, Mr.
Shapiro was Vice President of Macquarie Capital Fund, Macquarie Group’s Private
Equity Group. Macquarie Group is an Australian listed firm with $200+
billion of assets under management. Mr. Shapiro’s was responsible for 1)
asset management where he actively worked with portfolio companies and key
stakeholders to maximize returns and 2) new investments including deal
origination, execution, and managing post-acquisition. Prior to Macquarie, Mr.
Shapiro was an Associate Director at UBS Investment Bank, where he executed
transactions including dozens of Lead Managed equity offerings, debt financings,
and advisory assignments. While at UBS, Mr. Shapiro became the youngest
investment banking associate on Wall Street. Mr. Shapiro also served as a
legal intern for the United States Bankruptcy Court for the District of New
Jersey.
Jason
earned his MBA from the University of Pennsylvania’s The Wharton School.
Jason earned his J.D from the Seton Hall University School of Law where he was
in the Full Scholarship and Presidential Honors Program and completed all his
law courses in under two years. Jason graduated as the Valedictorian and Summa
Cum Laude from Zicklin School of Business’s Baruch College where he earned his
M.S. in Accountancy. Jason was the Valedictorian of Rutgers College where he
graduated Summa Cum Laude and completed his studies in three years with a B.S.
in Computer Science. Jason also taught at Rutgers as a Calculus
Instructor. In addition, he was in several honors programs and received
numerous departmental and collegiate awards.
Mr.
Shapiro also has earned the following certifications: CPA (Certified
Public Accountant), CFA (Chartered Financial Analyst), CIRA (Certified
Insolvency and Restructuring Advisor). CDBV (Certification in Distressed
Business Valuation), CFE (Certified Fraud Examiner), CFF (Certified in Financial
Forensics), PMP (Project Management Professional), PMI-RMP (Risk Management
Professional), CLSSBB (Certified Lean Six Sigma Black Belt). He has also
passed the NY and NJ Bar exams and expects to soon be licensed in both
states.
Jason
enjoys fitness and has completed the NYC Marathon and NYC Triathlon, hiked to
Everest Base Camp, is a licensed Instrument Pilot, a PADI Certified Advanced
Scuba Diver, a global traveler having explored all 7 continents and over 75
countries, and loves to read.
Mr.
Shapiro will receive annual compensation of $200,000 (“Base Salary”) commencing
on the closing of an acquisition and will be eligible to receive a cash bonus of
up to 200% of Base Salary, at the discretion of the Board of
Directors. Below are the relevant sections of the employment
agreement.
“Base Salary. The
Company will pay Employee [Jason Shapiro] an annual gross base salary of
$200,000 (“Base
Salary”) payable at least semi-monthly. The Company agrees to review
Employee’s salary at least annually as of each anniversary of the Start Date and
make adjustments upwards as necessary to reflect increases in the cost of living
as well as performance. The amount of any such increase if any; shall be
at the sole discretion of the Board. Any actual payments of salary or bonuses
made to Employee will be net of any governmental applicable taxes and fees that
Company acting in good faith and its sole discretion determines need to be
deducted from payments to Employee.
Cash Bonuses. At the
sole discretion of the Board, Employee will be eligible to receive a cash bonus
of up to 200% of Base Salary each year based upon actual performance of the
Company as determined by the Board. The timing, amount and payment terms
of any such bonus if granted shall be at the sole discretion of the
Board.”
Item
9.01. Financial Statements and Exhibits.
|
Exhibit
Number
|
Exhibit
Description
|
|
|
2.1
|
|
Share
Exchange between Pinnacle Resources, Inc., Iron Eagle Group and the
Shareholders of Iron Eagle
Group
|
|
2.2
|
Escrow
Agreement between Pinnacle Resources, Inc and the Shareholders of Iron
Eagle Group and Meister Seelig & Fein LLP
|
|
|
10.1
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Employment
Agreement of Jason Shapiro
|
|
|
10.2
|
Promissory
Note from Iron Eagle Group to Pinnacle Resources,
Inc.
|
|
|
10.3
|
Promissory
Note from Jason Shapiro to Iron Eagle Group
|
|
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10.4
|
Promissory
Note from Jason Shapiro to Iron Eagle Group
|
|
|
10.5
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Severance
Agreement of Glen R. Gamble
|
|
|
10.6
|
Severance
Agreement of Robert
Hildebrand
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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 thereunto duly
authorized.
Date:
January 11, 2010
|
By:
|
/s/ Glen R.
Gamble
|
|
Glen
R. Gamble
|
|
|
President
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INDEX
TO EXHIBITS
|
Exhibit Number
|
Exhibit Description
|
|
|
2.1
|
Share
Exchange between Pinnacle Resources, Inc., Iron Eagle Group and the
Shareholders of Iron Eagle Group
|
|
|
2.2
|
Escrow
Agreement between Pinnacle Resources, Inc and the Shareholders of Iron
Eagle Group and Meister Seelig & Fein LLP
|
|
|
10.1
|
Employment
Agreement of Jason Shapiro
|
|
|
10.2
|
Promissory
Note from Iron Eagle Group to Pinnacle Resources,
Inc.
|
|
|
10.3
|
Promissory
Note from Jason Shapiro to Iron Eagle Group
|
|
|
10.4
|
Promissory
Note from Jason Shapiro to Iron Eagle Group
|
|
|
10.5
|
Severance
Agreement of Glen R. Gamble
|
|
|
10.6
|
|
Severance
Agreement of Robert
Hildebrand
|