Attached files
| file | filename |
|---|---|
| EX-10.91 - CONSULTING AGREEMENT - Surge Global Energy, Inc. | surge_8k-ex1091.htm |
| EX-10.90 - CONSULTING AGREEMENT - Surge Global Energy, Inc. | surge_8k-ex1090.htm |
| EX-10.92 - CONSULTING AGREEMENT - Surge Global Energy, Inc. | surge_8k-ex1092.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: February 23, 2010
(Date of
earliest event reported: February 19, 2010
SURGE
GLOBAL ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24269
|
34-1454529
|
|
(State
or other jurisdiction
of incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification
No.)
|
990
Highland Drive Suite 206
Solana
Beach, California, 92075
(Address
of principal executive offices, zip code)
(858)
720-9900
(Registrant’s
telephone number, including area 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):
o Written
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item
5.02 Departure of
Director or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers or Directors.
On
February 19, 2010 the following directors of the Company resigned from the
Board: Jeffrey Bernstein, Barry Nussbaum and Kenneth Polin (the “Former
Directors”). At the same time, the Company entered into consulting
agreements with these three Former Directors for a period of six months or until
August 18, 2010. The consulting agreement provides for the
cancellation of previously issued stock options which were granted to compensate
the three Former Directors for their services to the Company.
The
agreed upon compensation for the Former Directors is, in the aggregate, an
initial payment of $100,000.00 due on February 19, 2010 and six
equal installments of $16,666.67 per month commencing April 19,
2010. The payments will be divided among the Former Directors on a
pro rata basis based on the number of options being canceled previously held by
each Former Director.
Also
pursuant to the consulting agreement, the Company and the Former Directors
agreed to cancel immediately one-half of the outstanding stock options (2.35
million stock options) previously issued to the Former Directors. The
remaining 2.35 million stock options will be cancelled after all consulting
payments due are made.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
| 10.90 |
Consulting
Agreement of February 19, 2010 - Jeffrey
Bernstein
|
|
| 10.91 |
Consulting
Agreement of February 19, 2010 - Barry
Nussbaum
|
|
| 10.92 |
Consulting
Agreement of February 19, 2010 - Kenneth
Polin
|
____________
*
Filed herewith.
2
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.
|
SURGE
GLOBAL ENERGY, INC.,
a
Delaware corporation
|
||
|
Date:
February 23, 2010
|
By:
|
/s/
E. Jamie
Schloss
E.
Jamie Schloss,
Chief
Executive Officer
|
3