Attached files
| file | filename |
|---|---|
| EX-10.1 - ACIES CORP | ex10-1.htm |
| EX-10.2 - ACIES CORP | ex10-2.htm |
| EX-99.1 - ACIES CORP | ex99-1.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): February 18,
2010
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
000-49724
|
91-2079553
|
|
(State
Or Other Jurisdiction
Of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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3363 N.E. 163rd
Street
Suite
705
North Miami Beach, Florida
33160
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (786)
923-0523
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):
|
[
]
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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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[
]
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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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[
]
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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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Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On or
around February 18, 2010, with an effective date of March 1, 2010, Acies
Corporation (the “Company,” “we,” or “us”) entered into an
employment agreement with Steven Wolberg, the Company’s Director, who was
appointed the Company’s Chief Strategy Officer (as described below)(the “Wolberg Employment
Agreement”).
The
Wolberg Employment Agreement, provides for Mr. Wolberg to serve the Company as
its Chief Strategy Officer as well as the Chief Strategy Officer of Acies, Inc.,
the Company’s wholly-owned subsidiary, for a period of three years, ending on
February 28, 2013 (unless terminated previously as provided in the agreement and
described below).
We agreed
to pay Mr. Wolberg compensation of $200,000 per year, and that Mr. Wolberg would
have the right, at the sole discretion of our Board of Directors, to receive an
annual incentive bonus of up to a maximum of 70% of Mr. Wolberg’s annual base
salary and an annual discretionary bonus of up to 30% of Mr. Wolberg’s base
salary. Finally, the employment agreement provided that we would
reimburse Mr. Wolberg for a whole life insurance policy naming Mr. Wolberg’s
designee as beneficiary of up to $1,350 per month and provide Mr. Wolberg a car
allowance of up to $1,500 per month.
The
employment agreement can be terminated by Mr. Wolberg for “cause” (as defined
therein), by the Company for “good reason” as
defined therein, by the mutual consent of the parties, or by any party at any
time for any reason. The employment agreement is also terminated by
Mr. Wolberg’s death or his disability (as described therein). In the
event the agreement is terminated for “cause” by the
Company, without “good
reason” by Mr. Wolberg, or by mutual agreement, Mr. Wolberg is to be paid
any earned but unpaid salary, benefits or bonuses, and reimbursement for any
business expenses paid by Mr. Wolberg (the “Accrued
Obligations”). In the event that Mr. Wolberg’s employment is
terminated due to death or disability, he (or his heirs) are to receive the
Accrued Obligations and up to 12 months of COBRA health coverage reimbursement
(the “COBRA
Coverage”). In the event the employment agreement is
terminated without “cause” by the Company
or for “good
reason” by Mr. Wolberg, he is to receive the Accrued Obligations, the
COBRA Coverage, and the greater of 12 months of salary or the remaining salary
due to him under the term of the agreement.
We also
agreed to grant Mr. Wolberg stock options to purchase 30,000,000 shares of our
common stock at an exercise price of $0.01 per share (as described below) in
consideration for Mr. Wolberg agreeing to serve as Chief Strategy Officer of the
Company and in consideration for previous services rendered to the
Company.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On or
around February 18, 2010, the Board of Directors of the Company appointed Steven
Wolberg as the Chief Strategy Officer of the Company. In connection with and in
consideration for such appointment, as well as previous services rendered to the
Company, the Company granted Mr. Wolberg stock options to purchase an aggregate
of 30,000,000 shares of the Company’s common stock at an exercise price of $0.01
per share (the “Wolberg
Options”). The Wolberg Options are exercisable for five years
from the date of the appointment, vested immediately, and contain a cashless
exercise provision. The Company claims an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
grant did not involve a public offering, the recipient took the securities for
investment and not resale and we took appropriate measures to restrict
transfer.
-2-
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On or
around February 18, 2010, the Board of Directors of the Company appointed Steven
Wolberg as the Chief Strategy Officer of the Company. In connection with and in
consideration for such appointment, as well as previous services rendered to the
Company, the Company granted Mr. Wolberg stock options to purchase an aggregate
of 30,000,000 shares of the Company’s common stock at an exercise price of $0.01
per share. The Wolberg Options are exercisable for five years from
the date of the appointment, vested immediately, and contain a cashless exercise
provision.
|
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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10.1*
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Employment
Agreement with Steven Wolberg
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10.2*
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Stock
Option Agreement with Steven Wolberg
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| 99.1* | Press Release |
*
Attached hereto.
-3-
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.
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ACIES
CORPORATION
|
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By: /s/ Oleg Firer
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|
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Name: Oleg
Firer
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Title:
Chief Executive Officer
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Date: March
4, 2010
-4-