Attached files
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EX-10.1 - XCel Brands, Inc. | v207069_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 30, 2010
NetFabric Holdings,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
0-21419
(Commission
File Number)
|
76-0307819
(IRS
Employer Identification No.)
|
299 Cherry Hill Road,
Parsippany, NJ 07054
(Address
of Principal Executive Offices, Zip Code)
(973)
537-0077
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
(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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section
5. Corporate Governance and Management
Item
5.01 Changes in Control of Registrant.
On
December 30, 2010, the principal shareholders of NetFabrics Holding, Inc. (the
“Company”), entered into a Stock Purchase Agreement which provided for the sale
of 61,320,658 shares of common stock of the Company (the “Purchased Shares”) to
Scarborough Ltd., Beaufort Ventures PLC, Agua Alta Ltd., and Il Brolo Ltd. (the
“Purchasers”). The consideration paid for the Purchased Shares, which represent
63.2% of the issued and outstanding share capital of the Company on a
fully-diluted basis, was $193,589. The source of the cash consideration for the
Purchased Shares was from the Purchasers' working capital funds.
There are
no arrangements or understandings among members of both the former and new
control persons and their associates with respect to the election of directors
of the Company or other matters other than as set forth below.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of December 30, 2010, in connection with the disposition of the Purchased
Shares, (i) Fahad Syed resigned from his position as chief executive
officer of the Company, (ii) Charlotte G. Denenberg resigned from her position
as a director, (iii) Joseph Perno resigned from his position as a director, and
(iv) the Board of Directors of the Company elected Cristiano Germinario as
President, Chief Executive Officer and a director of the Company. Stephen J.
Cole-Hatchard was appointed as a director of the Company and Fahad Syed will
resign as a director of the Company, both effective as of ten (10) days after
the delivery to the shareholders of the Company of this Information Statement
pursuant to Rule 14f-1. Mr. Vasan Thatham will remain as the Chief Financial
Officer of the Company.
Cristiano Germinario is
currently serving as Operations Manager of My Transfer Agent, LLC, a New Jersey
based registered transfer agent. He has also been serving as a Director of
StarInvest Group, Inc since November 20, 2006 and Secretary of StarInvest Group
since August 2007. From April 2000 to May 2006, Cristiano D. Germinario worked
as a financial analyst at IIG International Investment Company, a New York based
fund specialized in Trade Financing. Cristiano D. Germinario holds a
Masters Degree in Political Science from the University of Bologna,
Italy.
Stephen J. Cole-Hatchard has
been a detective with the Town of Clarkstown Police Department of New City, New
York since 1084. Mr. Cole-Hatchard has also been a practicing attorney since
1989 and has been in private practice since May 2005 where he specializes in
municipal law and commercial litigation, employment issues, and appeals
matters. Mr. Cole-Hatchard holds a Juris Doctor, cum laude from Pace
University School of Law, White Plains, New York in 1989 and a Bachelor of
Science in Criminal Justice from St. Thomas Aquinas College, Sparkill, New York
in 1983.
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There is currently no arrangement or
agreement regarding the compensation of either Mr. Germino or Cole-Hatchard with
respect to serving as officers and directors of the Company.
We are providing Mssrs. Syed and Perno
and Ms. Denenberg with a copy of this current report concurrent with this
filing. Should any subsequent communications with any of them
regarding their respective decisions to resign reveal any disagreements between
them, on one hand, and the Company, the Board or any executive officer of the
Company, on the other hand, regarding our operations, policies or practices, the
Company will amend this report accordingly to disclose any such
disagreement.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements.
(b) Pro
forma financial information.
(c)
Exhibits:
Exhibit
10.1
|
Stock
Purchase Agreement dated December 30, 2010, among NetFabric Holdings,
Inc., the stockholders of the Company identified on Schedule A
attached thereto, and the purchasers of such shares identified on Schedule B
attached thereto.
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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.
NETFABRIC
HOLDINGS, INC.
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By:
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/s/
Cristiano Germinario
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Name:
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Cristiano
Germinario
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||
Title:
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President
and Chief Executive
Officer
|
Date: January
3, 2011
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