Attached files
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EX-10.1 - EXHIBIT 10.1 - TAUTACHROME INC. | ex10_1.htm |
EX-10.2 - EXHIBIT 10.2 - TAUTACHROME INC. | form10_2.htm |
EX-10.3 - EXHIBIT 10.3 - TAUTACHROME INC. | form10_3.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): June 15, 2010
ROADSHIPS HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
333-141907
|
20-5034780
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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525
North Tryon Street, City Center Suite 1600
Charlotte
NC 28202
704-237-3194
www.roadships.us
Registrant’s
telephone number, including area code: 704-237-3194
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
|
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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o
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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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ROADSHIPS
HOLDINGS, INC.
CURRENT
REPORT ON FORM 8-K
Item
1.01 Entry into a Material Definitive
Agreement
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Item 2.01 Completion of
Acquisition or Disposition of Assets
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Item 3.02
Unregistered Sales of Equity Securities
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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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Item
9.01 Financial Statements and
Exhibits
|
Exhibit
– 10.1 Memorandum of Understanding between Roadships Intermodal Marine
Lines, LLC and Crowley Technical Service, Inc.
|
Exhibit
– 10.2 Employment Agreement for Voltaire Gomez
|
Exhibit
– 10.3 Share Purchase Agreement with Reefco Logistics,
Inc.
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Signatures
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Item
1.01 Entry
into a Material Definitive Agreement
Memorandum
of Understanding
As of
June 15, 2010, Roadships Intermodal Marine Lines, LLC (“RIML”), a subsidiary of
Roadships Holdings, Inc. (the “Company” or the “Registrant”), executed a
Memorandum of Understanding (the “Agreement”) between and among RIML and Crowley
Technical Service, Inc. (“Crowley”). The Memorandum of Understanding is attached
as Exhibit 10.1.
Pursuant to the terms of
the Agreement, RIML and Crowley indicate continued interest in regards to
the possible design, construction supervision, and operation by Crowley of U.S
Coastwise qualified Freight Vessels and related Intermodal Systems for RIML (the
“Transaction”). RIML and Crowley agree to continue their due diligence review of
the feasibility of the Transaction. The Agreement is executed to evidence the
good faith of both RIML and Crowley in proceeding to the present state of
negotiations and to continue such negotiations. RIML and Crowley agree that
neither they nor their affiliates will entertain, negotiate, discuss, or solicit
any other provider of technical or ship management and construction related
services to perform the Transaction or provide any information to a third party
with respect to the Transaction prior to December 31, 2010.
Employment
Agreement with Voltaire Gomez
As of June 23, 2010, the
Registrant entered into an Employment Agreement with Voltaire Gomez (the
“Gomez Agreement”), an individual residing at 141 Orange Ave. #203, Coronado, CA
92118. Pursuant to the Gomez Agreement, the Registrant desires to appoint Mr.
Gomez as Vice President and Director, to retain Mr. Gomez’s services in an
advisory and consulting capacity, and to prevent any other competitive business
from securing his services and utilizing his experience, background, and
expertise.
Pursuant
to the Gomez Agreement, the Company hereby grants Mr. Gomez Warrants for the
purchase of Ten Million (10,000,000) shares of Company's common stock as
compensation for services rendered or to be rendered (equates to $0.001 per
share), for a period of three years from the date of June 23, 2010. The Warrants
may be exercised in whole or in part, but may only be exercised in lots of
Twenty Five Thousand (25,000) shares. Mr. Gomez shall not have any of the rights
of, nor be treated as, a shareholder with respect to the shares subject to these
warrants until he has exercised the warrant and has become the shareholder of
record of those shares. As of June 23, 2010, no other compensation has been
contemplated. Mr. Gomez’s salary shall be set at the discretion of the Board of
Directors from time to time. The Employment Agreement for Voltaire
Gomez is attached as Exhibit 10.2.
Share
Purchase Agreement
As of
June 28, 2010, the Registrant entered into a Share Purchase Agreement by and
among Mr. Ernest Beauregard, principal and sole shareholder of Reefco Logistics,
Inc., a North Carolina S-Corporation (“Reefco”). Pursuant to the Share Purchase
Agreement, the Registrant desires to purchase 100% of the outstanding stock of
Reefco and certain assets of Reefco in exchange for the purchase price of Four
Hundred and Fifty Thousand U.S. Dollars ($450,000) (the “Purchase Price”). The
fixed assets of Reefco include but are not limited to office equipment, computer
equipment, software, furniture, and fixtures. The intangible assets of Reefco
include but are not limited to all trade names, trade or service marks, customer
lists, trade secrets, proprietary information, rights to licenses, customer
contracts and agreements, data, licenses, the name “Reefco Logistics, Inc.”, and
all other intangible rights and goodwill regardless of form, free and clear of
all liens and encumbrances. The Purchase Price shall be paid by a Twenty
Thousand U.S. Dollar ($20,000) deposit upon execution of the Share Purchase
Agreement. The remaining Purchase Price balance of Four Hundred and Thirty
Thousand U.S. Dollars ($430,000) shall be paid at closing of the Share Purchase
Agreement, on or around July 30, 2010. Additionally, pursuant to the Share
Purchase Agreement, Mr. Ernest Beauregard entered into an employment agreement
with the Registrant for a minimum of three years at a rate of One Hundred
Thousand U.S. Dollars per annum ($100,000), renewable upon mutually agreeable
terms. The Registrant has agreed to keep the Reefco office space located in
Raleigh, NC. Furthermore, pursuant to the Share Purchase Agreement, the
Registrant hereby enters into an operating agreement, effective August 1, 2010,
for the establishment of Reefco Logistics, Inc. into Sydney, Australia. The
Share Purchase Agreement with Reefco Logistics, Inc. is attached as Exhibit
10.3
Item
2.01 Completion of Acquisition or Disposition of Assets
Please
refer to Item 1.01 under the Share Purchase Agreement section for a description
of the acquired assets and their Purchase Price.
Item 3.02
Unregistered Sales of Equity Securities
Pursuant
to the Gomez Agreement, on June 23, 2010, the Company granted Warrants for the
purchase of Ten Million (10,000,000) shares of the Company’s Common Stock to
Gomez in consideration for services rendered or to be rendered as Vice President
and Director of the Company. The Warrants may be exercised in whole or in
part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares.
Mr. Gomez shall not have any of the rights of, nor be treated as, a shareholder
with respect to the shares subject to these Warrants until he has exercised the
Warrant and has become the shareholder of record of those shares. The shares
will bear the restrictive legend, pursuant to the Securities Act of 1933, as
amended, and applicable state law. Specifically, we relied on section 4(2)
of the Securities Act of 1933. We issued these shares based on the
following facts: (1) the issuance was an isolated private transaction
which did not involve a public offering; (2) there was only one offeree, (3) the
offeree has agreed to the imposition of a restrictive legend on the face of the
stock certificate representing its shares, to the effect that it will not resell
the stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Voltaire
Gomez
On June 23,
2010, the Registrant entered into an employment agreement with Voltaire Gomez
and appointed him as Director and Vice President of the Company, effective
immediately.
Voltaire
Gomez, age 39, attended private schools throughout his life including Southern
California Military Academy and Saint John’s. He attended Universidad Autonoma
de Baja California in Tijuana and Paris, France. Mr. Gomez graduated with an
international business degree. Since graduating, he has been a market maker
running domestic and foreign trading desks, trading equities, equity options and
fixed income securities. He moved to senior management and compliance,
overseeing all trading and day to day operations of broker dealers and transfer
agencies. He recently sat on a consulting firm advisory committee for broker
dealers and transfer agencies across the United States. His strong understanding
of the markets and direct knowledge of corporate structure and governance will
allow the Company to structure unique possibilities in acquisitions and merger
candidates.
Mr. Gomez
has not, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Mr. Gomez has not,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Mr. Gomez has not, during the last five years, been a party of any bankruptcy
petition filed by or against any business of which he was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time.
The
Company discloses that there are no transactions during the last two years, or
proposed transactions, to which the Company was or is a party, in which Mr.
Gomez had or is to have a direct or indirect material interest.
Mr. Gomez
will be compensated for his services pursuant to the terms of his contract as
cited in Item 1.01 in this Current Report on Form 8-K. The Employment Agreement
for Voltaire Gomez is attached as Exhibit 10.2.
Ernest
Beauregard
On June
28, 2010, the Registrant entered into an employment agreement with Ernest
Beauregard and appointed him as an employee of the Company, effective
immediately.
Mr.
Beauregard, age 62, graduated from Ferris State University in 1975 with a
Bachelors in Business Administration. He started in the transport business with
Schenkers International Forwarders in Chicago in 1976 within the air freight
department. Mr. Beauregard was promoted to air consolidation gateway manager
then transferred to assist in opening the Milwaukee, Wisconsin office in 1978.
Mr. Beauregard transitioned to outside sales in 1980 and helped develop the
Minneapolis, Minnesota market. Mr. Beauregard left Schenkers International
Forwarders in 1984 and went to work for AEI as an outside sales representative
for Wisconsin until 1986. In 1986, he moved to Raleigh, North Carolina to take
an international air freight sales position for CF Air Freight. In 1989, he went
to work for Hipage Company to develop and expand their import and export
transport services. In 1992, he become Vice President of Long Transportation’s
international logistics division and established FMC and NVOC as qualifying
individual, negotiated carrier contracts and set up operations procedures and
policies. In 1997 he started Reefco Logistics, Inc. to offer freight forwarding
and transport services of the food and agriculture products to exporters and
importers. He has vast experience in developing policies and procedures for
operations, documentation and compliance for handling the shipment of perishable
and non perishable food products, and expanding customer relations.
Mr.
Beauregard has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Mr.
Beauregard has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws. Mr. Beauregard has not, during the last five years, been a
party of any bankruptcy petition filed by or against any business of which he
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time.
Mr.
Beauregard will be compensated for his services pursuant to the terms of the
Share Purchase Agreement as cited in Item 1.01 in this Current Report on Form
8-K. The Share Purchase Agreement with Reefco Logistics, Inc. is attached as
Exhibit 10.3.
Item
9.01 Financial Statements and
Exhibits
(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
Exhibit –
10.1 Memorandum of Understanding between Roadships Intermodal Marine Lines, LLC
and
Crowley Technical Service, Inc.
Exhibit –
10.2 Employment Agreement for Voltaire Gomez
Exhibit –
10.3 Share Purchase Agreement with Reefco Logistics, Inc.
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 thereunto
duly authorized.
Date:
June 30,
2010 Roadships
Holdings, Inc.
Michael
Nugent
Chief
Executive Officer
Date:
June 30,
2010
Roadships Holdings, Inc.
By: /s/
Robert
Smith
Robert
Smith
Corporate Secretary
Exhibit
Index