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) May 25,
2010
ACCREDITED
MEMBERS HOLDING CORPORATION
(Name of
registrant as specified in its charter)
| Colorado | 000-525-33 | 20-8097439 |
| State of Incorporation | Commision File Number | IRS Employer Identification No |
7660
Goddard Street, Suite 100
Colorado
Springs, CO 80920
Address
of principal executive offices
719-265-5821
Telephone
number, including Area
code
_____________
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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A.
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Resignation
of Kent Kiefer
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On May 25,
2010 Kent Kiefer the Chief Executive Officer and Secretary of Accredited Members
Holding Corporation (the “Company”) notified the Company that he is resigning as
Chief Executive Officer and Secretary effective June 1, 2010. At the
time of his resignation Mr. Kiefer was also acting as the Company’s principal
financial officer. Mr. Kiefer informed the Company that he resigned
for personal reasons and as the result of health issues within his family, and
not as the result of any disagreement with Company practices or policies.
Through July 31, 2010 Mr. Kiefer has agreed to assist the Company transition his
duties other employees.
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B.
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Appointment
of New Executive Officers
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Effective
June 1, 2010, J.W. Roth (age 46) was appointed as the Company’s acting Chief
Executive Officer. Also effective June 1, 2010 David Lavigne (age 47)
was appointed as the Company’s acting Chief Financial Officer. Both
Messrs. Roth and Lavigne already serve as officers and directors of the Company
and serve as co-chairman of the Company’s Board of Directors.
Upon their
respective appointments as executive officers on June 1, 2010 neither Mr. Roth
nor Mr. Lavigne entered into any new compensatory (or other) plan, contract or
arrangement with the Company. Mr. Roth and Mr. Lavigne will continue
to be compensated in accordance with their pre-existing compensation
arrangements.
There have
not been any transactions, or proposed transactions, to which the Company (or
its wholly owned subsidiary Accredited Members, Inc. (“AMI”)) was or is to be a
party, in which Mr. Roth or Mr. Lavigne had or is to have a direct or indirect
material interest, except for: (1) In consideration for 1.5 million shares of
AMI common stock EdgeWater Research Partners LLC assigned its assets (customer
contracts and related customer relationships) to AMI in February
2009. Prior to joining AMI, Mr. Lavigne operated EdgeWater Research
Partners LLC.; (2) At its inception Mr. Roth advanced $40,000 to AMI
and this advancement was satisfied through the issuance of 800,000 shares of AMI
common stock (which equated to 2,082,400 shares of Company common stock upon AMI
becoming a wholly owned subsidiary of the Company on February 24, 2010); and (3)
on May 18, 2010 the Company entered into a Management Services Agreement with
World Wide Premium Packers, Inc. (“WWPP”) whereby the Company will provide
certain administrative and other corporate management services on behalf of WWPP
for which WWPP has agreed to pay the Company $75,000 per month; Mr. Roth is
an officer, director, and significant shareholder of WWPP.
J.W. Roth is a co-founder of
AMI, the Company’s wholly owned subsidiary. Mr. Roth was appointed to the
Company’s Board of Directors on February 24, 2010. Mr. Roth is
involved in all aspects of the Company’s business. Mr. Roth served as
AMI’s Chief Executive Officer until October 1, 2009 when Mr. Kiefer assumed that
role. Mr. Roth served as a director of Disaboom, Inc. (OTC-Pink
Sheets DSBO.PK) from its inception through May 2009. Since 1997 Mr.
Roth has served as the as the President of JW Roth & Company, Inc., a
consulting company. Prior to founding JW Roth & Company, Mr. Roth
worked in the financial sales industry for American National Insurance Company
and the Prudential Insurance Company. Additionally, Mr. Roth has
worked for, and been associated with, the business development of several
companies such as Fear Creek Ranches, IMI Global, Inc., CattleNetwork, Inc.,
Front Porch Direct, and AspenBio Pharma, Inc.
David L. Lavigne was the sole
founder of EdgeWater Research Partners LLC. EdgeWater Research was started in
2002 and was a subscription based service providing micro-cap and
small-cap research to institutions, brokers and individual investors.
Because of his experience both with EdgeWater in the micro-cap and small-cap
research business Mr. Lavigne has served as an officer and director of AMI since
its inception. Mr. Lavigne was appointed to the Company’s Board of
Directors effective March 29, 2010. Mr. Lavigne has
spent approximately 25 years in the financial and investment industry
primarily employed by small regional sell-side broker-dealers involved in the
provisioning of both investment banking and research services with respect
to micro cap and small cap issuers. Mr. Lavigne’s experience includes
creating research and analysis for retail and institutional clients, as well as
research that augments the due diligence process of the corporate finance
departments of his respective employers. His generalist research has
encompassed several dozen public companies. Mr. Lavigne graduated
from the University of Idaho in 1984 with a BS degree in
Finance.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 1st day of June 2010.
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Accredited
Members Holding Corporation
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By:
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/s/ J.W. Roth | |
| Acting Chief Executive Officer | |||