Attached files
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| EX-10.A - EXECUTIVE EMPLOYMENT AGREEMENT AS OF APRIL 24, 2011 BETWEEN ARCIS RESOURCES CORPORATION AND ROBERT J. FANELLA - Arcis Resources Corp | arcs8ka20110328ex10a.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 333-159577
Date of Report: March 28, 2011
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ARCIS RECOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
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Nevada
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37-1563401
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(State of other jurisdiction of
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(IRS Employer
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incorporation or organization
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Identification No.)
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4320 Eagle Point Parkway, Suite A, Birmingham Alabama
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35242
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(Address of principal executive offices)
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(Zip Code)
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(205) 453-9650
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(Registrant’s telephone number including area code)
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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 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))
Amendment No. 1
This amendment is being filed in order to set forth the compensatory arrangement between the Registrant and Robert J. Fanella.
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Item 5.02
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On March 28, 2011 the Registrant terminated Robert J. Calamunci from his position as Chief Financial Officer of the Registrant.
On March 31, 2011 the Board of Directors appointed Robert J. Fanella to serve as the Chief Financial Officer. Information regarding Mr. Fanella follows:
Robert J. Fanella. Since 2006, Mr. Fanella has been an independent financial consultant, working on various financial and operational projects for companies in industries such as electronic manufacturing, industrial plating, chemical, and health products. From 2002 to 2006, Mr. Fanella was employed as CFO/Owner of Tru-Way, Inc., a metal fabrication business mainly serving the electronics manufacturing industry. The business was sold in 2006. From 1984 to 2002, Mr. Fanella was employed as CFO by MicroEnergy, Inc , a public company of which he was co-founder. MicroEnergy, Inc was a manufacturing firm designing and selling custom switch-mode power supplies to major companies in the OEM electronics market. During the 12 year period prior to founding MicroEnergy, Inc., Mr. Fanella was the CFO/Controller for two smaller businesses in the electronics manufacturing business and welding supplies distribution business, and he spent seven years at Motorola, Inc., in various capacities from Financial Analyst to Business Controller. Mr. Fanella currently serves on the Board of Directors and also is Audit Committee Chairman for American Nano Silicon Technologies, Inc. (OTCBB: ANNO) and China YCT International Group, Inc. (Pink Sheets: CYIG). Mr. Fanella was awarded a Bachelor of Science Degree in Finance by Northern Illinois University in 1972. He was awarded a Masters of Business Administration Degree in Finance with a Marketing concentration from the University of Chicago in 1979. In 1975 Mr. Fanella was registered as a certified public accountant in Illinois. He is 60 years old.
Prior to his appointment as Chief Financial Officer, Mr. Fanella had been performing accounting services for the Registrant on a consulting basis. On April 28, 2011 the Registrant entered into an Executive Engagement Agreement effective as of April 24, 2011. The agreement provides that Mr. Fanella will serve as CFO for a term ending on January 24, 2012, subject to prior termination by either party on three weeks’ notice. The Registrant will pay Mr. Fanella a fee of $5,000 per month, subject to adjustment if Mr. Fanella devotes significantly more than 20 hours per month to the Registrant. The Registrant will issue 100,000 shares of its common stock to Mr. Fanella, 20,000 of which vested immediately and the remainder shall vest at a rate of 10,000 per month, with all shares vesting if Mr. Fanella’s employment is terminated without cause.
Item 9.01 Financial Statements and Exhibits
Exhibits
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10-a
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Executive Employment Agreement as of April 24, 2011 between Arcis Resources Corporation and Robert J. Fanella.
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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 duly authorized.
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Dated: April 29, 2011
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Arcis Resources Corporation
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By: Kenneth A. Flatt, Jr.
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Kenneth A. Flatt, Jr.
Chief Executive Officer
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