Attached files
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 25,
2010
GOLDEN PHOENIX MINERALS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of
Incorporation)
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000-22905
(Commission
File Number)
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41-1878178
(IRS
Employer
Identification
No.)
|
1675
East Prater Way, #102
Sparks,
Nevada
(Address
of Principal Executive Offices)
|
89434
(Zip
Code)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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))
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry
Into a Material Definitive Agreement
On January 25, 2010, Golden Phoenix
Minerals, Inc. (the “Company”) entered into an Employment Separation and
Severance Agreement dated as of January 19, 2010 (the “Separation Agreement”)
with David A. Caldwell, the Company’s current Chief Executive Officer (“CEO”),
interim Chief Financial Officer (“CFO”) and a member of the Company’s board of
directors (“Board”). Pursuant to the terms of the Separation
Agreement, Mr. Caldwell will resign from his positions as CEO, CFO and as a
member of the Board effective as of February 1, 2010 (the “Termination
Date”). The Separation Agreement terminates that certain Employment
Agreement between the Company and Mr. Caldwell dated February 27, 2006, as
amended by that certain Addendum to Employment Agreement dated January 31, 2007,
pursuant to which the Company has employed Mr. Caldwell as its CEO since January
31, 2007 (collectively, the “Employment Agreement”).
Under the terms of the Separation
Agreement, in settlement of all outstanding amounts owed to Mr. Caldwell,
including, but not limited to, those amounts due in accrued and unpaid salary,
expenses, director’s fees and repayment of certain loans made to the Company, as
well as all amounts owed as severance pursuant to the terms of the Employment
Agreement, the Company shall: (i) make cash payments of an aggregate of $25,000,
half of which was paid upon the agreement of the principal terms of the
Separation Agreement and the other half paid upon the signing of the Separation
Agreement; (ii) a subsequent cash payment of $20,378.57 upon the earlier to
occur of the Company’s closing of a transaction involving the Company’s Mineral
Ridge mining property or a financing by a third party involving an infusion of
working capital to the Company of at least $250,000 (the “Subsequent Payment”);
and (iii) issue to Mr. Caldwell an unsecured promissory note (the “Note”), in
the principal amount of $366,623.32, such Note to accrue interest at a rate of
2.0% per annum, with a maturity date twenty-four (24) months from the date of
the Separation Agreement. Further, pursuant to certain events
and conditions as set forth in the Separation Agreement, Mr. Caldwell can be
issued shares of Company common stock in lieu of cash payments for the Note and
the Subsequent Payment.
The Separation Agreement further
provides that Mr. Caldwell will form a new company, Phoenix Development Group,
LLC, a Nevada limited liability company (“PDG”), to operate as a mine
exploration and evaluation enterprise. It is contemplated that Mr.
Caldwell will serve as CEO and Exploration Geologist of PDG. Under
the terms of the Separation Agreement, PDG is obligated to issue to the Company
equity interests representing twenty-five percent (25%) ownership in PDG in
exchange for ongoing monthly cash payments of $7,500 (“PDG Payments”), such
payments to commence 30 days after the formation of PDG and continue on a
monthly basis for a period of twenty-four (24) months, all as to be further
detailed in a contribution agreement by and between PDG and the Company at a
later time. Further, pursuant to the Separation Agreement, the
Company will have a right of first refusal to negotiate with PDG for the
purchase of any mining, mineral or exploration property rights identified and
acquired by PDG. In addition, as set forth in the Separation
Agreement, PDG can be issued shares of Company common stock in lieu of the PDG
Payments.
The foregoing description is qualified
in its entirety by reference to the Separation Agreement filed as Exhibit 10.1
attached hereto and incorporated herein by reference.
Item
1.02. Termination of a Material Definitive
Agreement
In connection with the Separation
Agreement disclosed in Item 1.01 of this Current Report on Form 8-K, on January
25, 2010, the Company and Mr. Caldwell mutually agreed to terminate the
Employment Agreement, as previously reported on the Company’s Annual Report on
Form 10-K filed with the Securities Exchange Commission (the “SEC”) on April 17,
2006, and the Addendum, as previously reported on the Company’s Current Report
on Form 8-K filed with the SEC on February 5, 2007. Under the terms
of the Separation Agreement, all relationships between Mr. Caldwell and the
Company were terminated as of the Termination Date. For additional
information, please see the disclosures provided in Item 1.01
herein.
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(i) As
disclosed in Item 1.01 of this Current Report on Form 8-K, Mr. Caldwell and the
Company entered into a Separation Agreement on January 25, 2010, whereby Mr.
Caldwell resigned as the CEO, CFO and as a member of the Board and all other
positions he held with the Company and on behalf of the Company, effective
February 1, 2010. Mr. Caldwell’s resignation did not result from any
disagreement with the Company or any matter relating to the Company’s
operations, policies or practices. For additional information
relating to the terms of Mr. Caldwell’s resignation, see the disclosure provided
in Item 1.01.
The foregoing description is qualified
in its entirety by reference to the Separation Agreement filed as Exhibit 10.1
attached hereto and incorporated herein by reference.
(ii) Further,
in connection with the resignation of Mr. Caldwell as CEO, the Company’s Board
has approved the appointment of Thomas Klein, a current director of the Company,
as the Company’s new CEO, effective February 1, 2010. Mr. Klein has
served as a director of the Company since December 2008 and his most recent
biographical information can be found on the Company’s Form 10-K/A as filed with
the SEC on November 25, 2009. It is anticipated that the Company and
Mr. Klein will enter into an arrangement related to his new appointment as CEO,
which will be disclosed at such time. Mr. Klein has no family
relationships with any other executive officer or director of the Company and
other than his current compensatory arrangements, has not entered into any
related party transactions involving the Company.
(iii) Also,
effective upon Mr. Caldwell’s resignation as interim CFO, the Company’s Board
has approved the appointment of J. Roland Vetter as the Company’s new CFO,
effective February 1, 2010. Mr. Vetter has served as a director
of the Company since May 2008 as well as Chair of the Company’s Audit Committee
and his most recent biographical information can be found on the Company’s Form
10-K/A as filed with the SEC on November 25, 2009. Mr. Vetter’s
current compensatory arrangement with the Company has not changed, however, in
the event the Company and Mr. Vetter enter into an arrangement as a result of
his appointment as CFO, such arrangement will be disclosed at that
time. Mr. Vetter has no family relationships with any other executive
officer or director of the Company and other than his current compensatory
arrangement, has not entered into any related party transactions involving the
Company.
(iv) Finally,
in connection with Mr. Caldwell’s resignation from the Board, Robert Martin has
been appointed by the Board to fill such vacancy and will now serve as Chairman
of the Company’s Board effective February 1, 2010. Mr. Martin is
currently the Company’s President and Secretary. In addition, Clyde
Harrison has been appointed Chair of the Company’s Audit Committee, replacing
Mr. Vetter who has been appointed the Company’s new CFO, as noted in Item
5.02(iii) above. Mr. Harrison has been a director of the Company
since June 2009. Neither Mr. Martin’s nor Mr. Harrison’s
current compensatory arrangement with the Company will change as a result of
their appointments as Chairman of the Board and Audit Committee Chairman,
respectively. Further, other than their current compensatory
arrangements, neither Mr. Martin nor Mr. Harrison has entered into any related
party transactions involving the Company.
SECTION
7 – REGULATION FD
Item
7.01 Regulation FD Disclosure
On January 29, 2010, the Company issued
a press release announcing certain management changes including the appointment
of Mr. Thomas Klein as the Company’s new CEO, the Company’s appointment of Mr.
Roland Vetter as CFO, Mr. Robert Martin’s appointment as Chairman of the Board,
and the resignation of Mr. David Caldwell, former CEO, interim CFO and director
of the Company, all as discussed in greater detail above under Items 1.01 and
5.02.
A copy of the press release is attached
hereto as Exhibit 99.1.
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SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits
Exhibit
No.
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Exhibit
Description
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The
information contained in Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and
shall not be deemed incorporated by reference in any filing with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 or the
Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation by reference language in any
filing.
Portions
of this report may constitute “forward-looking statements” defined by federal
law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that the actual outcomes will not
be materially different. Any such statements are made in reliance on
the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about issues that could
lead to material changes in the Company’s performance is contained in the
Company’s filings with the Securities and Exchange Commission and may be
accessed at www.sec.gov.
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SIGNATURE
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.
GOLDEN PHOENIX MINERALS,
INC.,
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a
Nevada corporation
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Dated: January
29, 2010
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By:
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/s/ Robert P. Martin | |
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Robert
P. Martin
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President
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