Attached files
| file | filename |
|---|---|
| EX-2.1 - GLOBAL DYNAMICS CORP | v178005_ex2-1.htm |
| EX-3.1 - GLOBAL DYNAMICS CORP | v178005_ex3-1.htm |
| EX-99.1 - GLOBAL DYNAMICS CORP | v178005_ex99-1.htm |
| EX-17.1 - GLOBAL DYNAMICS CORP | v178005_ex17-1.htm |
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): March 16, 2010
Consumer
Products Services Group, Inc.
(Exact
Name Of Registrant As Specified In Charter)
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DELAWARE
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333-156154
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98-0593668
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(State
Or Other Jurisdiction Of Incorporation Or Organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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10 Grand
Blvd.
Deer
Park, NY 11729
(Current
Address of Principal Executive Offices)
Phone
number: 631-492-2500
(Issuer
Telephone Number)
(Former
Name or Former Address, If Changed Since Last Report)
Global
Dynamics Corp
43
Hakablan Street
Jerusalem,
Israel 93874
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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¨
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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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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material
Definitive Agreement
On March
16, 2009, 2010, the Company entered into a Purchase Agreement, dated March 12,
2010 with Consumer Products Services LLC whereby the Registrant purchased all of
the membership interests of Consumer Products Services LLC. The
consideration for the purchase will be the issuance of 300,000,000 shares of
common stock of the Registrant.
Upon the
completion of the Acquisition, Messrs. Darren A. Krantz, Kevin O’Boyle and Rick
Hamilton were elected by the majority of shares entitled to vote to the GLOBAL
Board of Directors and naming Darren A. Krantz as Chairman and CEO of
Global.
Also upon
the completion of the Acquisition, the Company will file a Certificate of
Amendment to its Certificate of Incorporation with the Secretary of State of the
State of Delaware to amend the name of the corporation to Consumer Product
Services Group, Inc. and amending the capital structure as is more thoroughly
described under Item 8.01 below.
Consumer
Product Services, LLC (“CPS”) is engaged in returned product management, return
center services, remanufacturing, reprocessing, repairing and recycling of
consumer products. For over two decades the management team at CPS has been
servicing some of the world's leading consumer product
manufacturers.
Instead
of discarding millions of defective, damaged, and un-repairable returned
products into America's overflowing landfills, which cost manufacturers millions
of dollars to transport, process and dispose of annually, CPS developed
environmentally conscious proprietary remanufacturing, reprocessing and
recycling processes with the highest recovery rate of those very products
without the use of new replacement parts.
CPS has
positioned itself as a returned product management and remanufacturing company,
offering the following services to consumer product manufacturers:
· Reverse
Logistics Services
· Return
Product Management
· Return
Center Services
· Quality
Assurance Inspection Services
· Defect
Data Reporting
· Re-qualification
Services
· Remanufacturing
Services
· Warranty
Repair Services
· Recycling
Services
· Warehousing
& Distribution of Remanufactured Products
· Re-marketing
Services
· Supply
Chain Consulting
CPS’s
rigorous proprietary remanufacturing; reprocessing and recycling processes are
utilized on all our customers' products by many of our factory trained
technicians followed by a strict schedule of final inspections and testing with
quality levels set to exceed manufacturers' specifications, consistently
producing products often “compare to new.” The facilities and remanufacturing
procedures exceed the stringent standard for both the US and Canadian listing
and approval requirements.
CPS
employs factory trained engineers, technicians, machinists, assemblers, and
material handlers and warehousing personnel, as well as a full staff of product
design, mechanical and electrical engineers who manage and operate the
engineering and quality assurance departments.
Item
2.01 Completion of
Acquisition or Disposition of Assets
The
information relating to the Company’s acquisition of CPS described in Item 1.01,
which is incorporated herein by reference.
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Item
5.02
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Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers.
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In
connection with the Acquisition, Margalit Yosef resigned, effective March 16,
2010, as President and CEO and Director and Jacob Schub as Secretary and
Director of the Company.
The
Officer/Director resigning has stated in his resignation letter that his
resignation does not in any way imply or infer that there is any dispute or
disagreement relating to the Company’s operations, policies or
practices.
Each
resigning Officer/Director has been provided a copy of his disclosure, no less
that the day the Registrant is filing the disclosure with the
Commission. Each Director will be given an opportunity to furnish the
Registrant a letter or response, that he agrees with the statements made by the
Registrant in this Section 5.02, and if not, stating the respects in which he
does not agree.
Effective
as of March 16, 2010, the following individuals were elected to the Board of
Directors of the Company:
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Name
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Age
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Position
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Darren
A. Krantz
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39
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Chairman
of the Board of Directors/CEO
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Rick
Hamilton
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53
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President
and Director
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Kevin
O'Boyle
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55
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Chief
Financial Officer and
Director
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Darren A. Krantz, Chairman of
the Board of Directors/CEO
Mr.
Krantz is 39 years old and serves is the Company’s founder and Chief Executive
Officer as well as Chairman of the Board of Directors.
Mr.
Krantz has a background of over 19 years in the consumer product remanufacturing
industry. Mr. Krantz is the Founder of Consumer Product Services where he is
responsible for strategic planning, marketing, product sales, operations and
process creation.
Mr.
Krantz has proven his ability to gain contracts from some of North America’s
largest Consumer Product manufacturers & retailers while building strategic
relationships with the Company President’s & CEO’s.
Over the
past 19 years Mr. Krantz has developed his proprietary remanufacturing processes
employing them to create and provide full scale remanufacturing programs for
some of the largest consumer product manufacturers in the world.
Mr.
Krantz has successfully operated and managed facilities exceeding 500,000 square
feet with staffs exceeding 500 people. He is acknowledged for his ability to
build cohesive team structures producing the highest quality products with
remarkable productivity levels.
Mr.
Krantz has developed a unique international sales network which includes
Secondary Market Retailers, Salvage Centers, Discount Home Centers, Hardware
Chains, Appliance Dealers and Online “E-Tailers” who have purchased millions of
units of CPS remanufactured products.
Mr.
Krantz has also worked and continues working with various Engineering
Universities, local, state, and federal agencies, the Department of Energy, the
Department of Energy Conservation, the Environmental Protection and the New York
State Energy Research and Development Agency on effective methods of
remanufacturing, reprocessing and recycling of consumer products, which will
conserve energy, protect the environment and create more efficient programs for
manufacturers to manage & process their returned products.
Rick Hamilton, President and
Director
Mr.
Hamilton is 53 years old and in addition to serving as the Company’s President,
serves as a Director.
Rick has
29 years experience in the retail industry. He joined the Company January 2009
as a Director and President. His duties include sales and corporate relations,
insuring our customers take full advantage of our Total Service
Solution.
Mr.
Hamilton began his career with Ingersoll-Rand where he was selected to be part
of the sales team that introduced Ingersoll-Rand products to the retail markets.
The team was successful in placing products in many of the large retail outlets
in the United States. These included, are not limited to, Big Box retailers,
Warehouse Clubs, Hardware Chains, Farm and Fleet, and many others. Upon leaving
Ingersoll-Rand, Rick served as Vice President of Sales for SIP USA products. His
responsibilities at SIP were much the same as at Ingersoll, he introduced SIP
products to retailers here and abroad.
In 1991
Mr. Hamilton started National Vendor Services (“NVS”), a full service
manufacturers’ representative, merchandising, and consulting company. National
Vendor Service represented a wide array of products featured in retail home
–centres, such as hardware, tools, outdoor power equipment, plumbing, lighting,
and electrical products. NVS was selected by Troy-Bilt to be part of the team to
introduce their products to the retail market. NVS was also selected
by Lowes companies to be the merchandising/service company to provide store
service for their Kobalt private label brand.
In 1999
NVS was sold to National Product Services (“NPS”). NPS provides
retail services to Walmart, Costco, Office Depot, Staples, Target, Lowes and
many other familiar retail outlets.
Mr.
Hamilton has a degree in Electrical Engineering Technology from Southern
Technical Institute.
Kevin
O'Boyle
Chief
Financial Officer
Mr.
O’Boyle is 55 years old and serves as the Chief Financial Officer of the
Company.
Mr.
O’Boyle joined Consumer Product Services, LLC in May 2008. His responsibilities
include Financial Reporting, Treasury Management, Administrative Operations and
Business Development. Prior to joining CPS, Mr. O’Boyle held various executive
positions as CFO for LOOK, Inc. a manufacturer of retail display fixtures, Vice
President of Finance & Operations, Wolford America, Inc. and Vice President
of Finance, JE Morgan Apparel.
Mr.
O’Boyle has both his undergraduate and MBA degrees from St. John’s University,
Jamaica, NY, has served on the Board of Directors for LOOK, Inc and is an active
member of the Financial Executives Networking Group.
Section
7 – Regulation FD
Item
7.01 Regulation FD
Disclosure.
The
Company has relocated its Executive/Corporate offices as follows:
10 Grand
Blvd.
Deer
Park, NY 11729
631-492-2500
Section
8 - Other Events.
Item 8.01 Other
Events.
On March
19, 2010, the Company filed a Certificate of Amendment to the Certificate of
Incorporation of the Company with the Secretary of State of the State of
Delaware. The filing with the Secretary of State amended the name of
the Company to Consumer
Products Services Group, Inc., and amended the capital structure of the
Company to be 1,050,000,000 (One Billion Fifty Million), consisting of
1,000,000,000 (One Billion) shares of common stock, par value of $0.0001 and
50,000,000 (Fifty Million) shares of preferred stock, par value of $0.0001 per
shares.
The
Certificate of Amendment was filed and effective on or about March 19,
2010.
Section 9 — Financial Statement And
Exhibits
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
financial statements required by Item 9.01 for the periods specified in Rule
8-04(b) of Regulation S-X for smaller reporting companies will be filed by
amendments to this Current Report on Form 8-K within 71 calendar days after the
date of this Current Report on Form 8-K.
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(b)
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Pro
Forma Financial Information
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The pro
forma financial information required by Item 9.01 for the periods specified in
Rule 8-05 of Regulation S-X for smaller reporting companies will be filed by
amendments to this Current Report on Form 8-K within 71 calendar days after the
date of this Current Report on Form 8-K.
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(d)
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Exhibits
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The
following exhibits are furnished as part of this Form 8-K:
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Exhibit
2.1
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Agreement
of Sale dated March 12, 2010, by and among Global Dynamics Corp and Darren
A. Krantz
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Exhibit
3.1
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Certificate
of Amendment to the Certificate of Incorporation of Global Dynamics
Corp.
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Exhibit
17.1
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Resignation
Letter, dated March 16, 2010 of Margalit Yosef and Jacob
Schub
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Exhibit
99.1
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Press
Release issued by Global Dynamics Corp., dated March 19,
2010
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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 hereunto
duly authorized.
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March
19, 2010
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Global
Dynamics Corp.
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By:
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/s/ Darren A. Krantz
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Name:
Darren A. Krantz
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Title:
President and Director
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(Principal
Executive Officer)
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