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 31, 2010
ECLIPS
MEDIA TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25097
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65-0783722
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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110 Greene Street, Suite
403, New York, New York 10012
(Address
of principal executive offices) (zip code)
(212)
851-6425
(Registrant's
telephone number, including area code)
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):
¨
Written communications 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))
Item
5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On
December 31, 2010, Gregory D. Cohen and Daniel Wood resigned as directors of EClips Media Technologies, Inc.
(the “Company”). There were no disagreements or disputes between Messrs.
Cohen or Wood and the Company which led to their resignations.
Simultaneously
with such resignations, the Company’s Chief Executive Officer, Glenn Kesner, was
appointed as Chairman and President. There is no understanding or arrangement
between Mr. Kesner and any other person pursuant to which Mr. Kesner was
selected as Chairman and President. Mr. Kesner does not have any
family relationship with any director, executive officer or person nominated or
chosen to become a director or executive officer.
Glenn Kesner is founder of Auracana,
LLC. As creative director he has branded, produced content and developed
promotions for Speed Network, NASCAR, Discovery Channel, Food Network, Yahoo,
Turner, Disney and MTV Networks, among others. He has held various positions
with Turner Classic Movies, CNN and VH1. Mr. Kesner holds a Bachelors
degree from Syracuse University, Newhouse School of
Communications. Mr. Kesner has been a director of the Company since
February 2010 and was a director of FTOH Corp. Mr. Kesner is 49 years
old.
Item
8.01 Other Events.
On
December 31, 2010, the Company adopted a 2:1
dividend on the CUSIP for the Company’s 294,177 outstanding Regulation S
shares.
In 2009,
the Company reincorporated into Delaware from Florida through a merger with the
EClips Energy Technologies, Inc. (the “Previous Entity”). Pursuant to
the Merger, each share of common stock of the Previous Entity was converted into
two shares of common stock of the Company (the “Dividend”). The
Dividend was inadvertently not effectuated for the Regulation S
shares.
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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ECLIPS
MEDIA TECHNOLOGIES, INC.
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Dated: January
6, 2011
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By:
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/s/Glenn Kesner
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Chief
Executive Officer
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