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): December 3, 2010
Santeon Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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33-19961
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01-0623010
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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11710 Plaza America Drive, Suite 2000, Reston, Virginia 20190
(Address of Principal Executive Offices, Zip Code)
(703) 970-9200
(Issuer’s 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:
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:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
As used herein, the terms, “we,” “us,” “our,” and the “Company” refers to Santeon Group, Inc., a Delaware corporation and its subsidiaries, unless otherwise stated.
FORWARD-LOOKING STATEMENTS
THIS FORM 8-K CONTAINS “FORWARD-LOOKING STATEMENTS.” FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING PLANS, OBJECTIVES, GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, OR PERFORMANCE, UNDERLYING (EXPRESSED OR IMPLIED) ASSUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND RISKS THAT INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH A SMALL COMPANY, OUR LIMITED FINANCIAL RESOURCES, AND THE UNCERTAINTIES OF COMPETITIVE PRESSURES WE FACE. THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE SUCH STATEMENTS.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
After careful consideration, the Company determined that it was unable to effectively work with David Loflin. Based on Mr. Loflins representations and actions which were contrary to the terms and conditions of his employment agreement and with the mission of the Company, the Company concluded that Mr. Loflin’s interests were not aligned with those of the Company. After several failed attempts to repair the relationship, the Company terminated Mr. Loflin’s employment agreement on December 3, 2010 for cause.
On December 6, 2010, the Company terminated its consulting agreement with John Castiglione for cause. Mr. Castiglione was retained as a consultant to provide sales and marketing services. Prior to being a consultant, Mr. Castiglione served as an officer of the Company. Mr. Castiglione’s actions demonstrated an inability to serve the best interests of the Company. While the Company attempted to maintain the relationship based on Mr. Castiglione’s previous
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relationship as an officer of the Company, the Company determined that its continued relationship with Mr. Castiglione would be detrimental to the Company.
The Company will be evaluating its management needs for the upcoming year to determine whether it will replace the new vacancies.
SIGNATURES
Pursuant to the requirements of the Securities and 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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SANTEON GROUP, INC.
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Date: December 16, 2010
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By:
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/s/ Ash Rofail
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Ash Rofail, Chairman & CEO
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