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): December 7, 2011
_______________________________
NOVAGEN SOLAR INC.
(Exact name of registrant as specified in its charter)
_______________________________
| Nevada | 000-53671 | 98-0471927 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
3044 Bloor Street West, Suite 1440, Toronto, Ontario M8X 2Y8
(Address of Principal Executive Offices) (Zip Code)
(647) 456-9521
(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:
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
A. Appointment of Micheal P. Nugent as a Director
On December 7, 2011, the board of directors of Novagen Solar Inc. (the “Company”) appointed Micheal P. Nugent, 48, as a director of the Company, with immediate effect.
For certain biographical and other information regarding Micheal P. Nugent, see the disclosure below under Section C of this Item 5.02.
B. Resignation of Thomas Mills as an officer and a director
On December 7, 2011, Thomas Mills resigned as a director of the Company, and as its President, Chief Executive Officer, Treasurer and Secretary. Thomas Mills advised the Company that he was resigning from the foregoing positions for personal reasons and not because of any disagreement with the Company.
C. Appointment of Micheal P. Nugent as President and Chief Executive Officer
On December 7, 2011, the Company’s board of directors appointed Micheal P. Nugent, 48, as the President and Chief Executive Officer of the Company.
Micheal P. Nugent is a certified diesel fitter in Australia. Mr. Nugent has held senior executive positions and directorships with public and private companies in the United States and Australia since 1995. His technical and corporate experience is expected to assist the Company with its efforts to implement profitable operations.
During the past five years, Mr. Nugent has held the following positions:
| Position(s) Held | From | To | Employer | Business Operations |
| CEO | 2011 | Present | Loadstone Motor Corporation Pty Ltd. | engine development and manufacture |
| director, CEO | 2009 | Present | Roadships Holdings, Inc. | transport logistics |
| director, CEO | 2008 | Present | Nugent Aerospace, Inc. | non-operating |
| director, CEO | 2008 | Present | Fire From Ice, Inc. | non-operating |
| CEO | 2006 | Present | Adbax Truckside Management Pty Ltd. | transport industry service provider |
| CEO | 2003 | Present | Cycclone Magnetic Engines, Inc. | engine development |
| director | 2001 | Present | Roadships Australia Pty Ltd. | transportation logistics |
| director | 2001 | Present | Bronzelink Pty Ltd. | holding company |
D. Appointment of Michael Norton-Smith as Treasurer and Secretary
On December 7, 2011, the Company’s board of directors appointed Micheal Norton-Smith, 65, as the Treasurer and Secretary of the Company. As Treasurer of the Company, Mr. Norton-Smith will act as the Company’s Chief Financial Officer and Principal Accounting Officer.
Michael Norton-Smith is a certified public accountant in Australia. Mr. Norton-Smith, brings 35 years of financial and corporate experience to Novagen. His engagement is expected to assist the Company with its efforts to implement profitable operations.
During the past five years, Mr. Norton-Smith has held the following positions:
| Position(s) Held | From | To | Employer | Business Operations |
| Director, Secretary | 2009 | Present | ACN 108 217 947 Pty Ltd | accounting & taxation services |
| Chief Financial Officer | 2011 | Present | Loadstone Motor Corporation Pty Ltd | engine development and manufacture |
| Director, Secretary | 2003 | Present | Patanga Investments Pty Ltd | consulting services |
| Director, Secretary, CFO | 2010 | Present | Remote Contractors Pty Ltd | earthmoving contractor |
| Director | 2006 | Present | Classic Livestock Management Services Pty Ltd | livestock assessment |
| Director | 2010 | Present | Coldgold Ltd | abalone farming |
| Director | 2007 | Present | MNSRA Pty Ltd | plantation investment |
| Director, Secretary | 2010 | Present | Platinum River Developments Pty Ltd | property development |
| Director, Secretary | 2010 | Present | Queensland Venture Capital Pty Ltd | non-operating |
| Director, Secretary | 2010 | Present | Southdav Australia Pty Ltd | non-operating |
| Director, Secretary | 2010 | Present | Southdav Pacific Pty Ltd | non-operating |
| Director/Secretary | 2010 | Present | JJM Property Investments Pty Ltd | non-operating |
| Director/Secretary | 2009 | Present | Carbonleaf Limited | non-operating |
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.
| NOVAGEN SOLAR INC. | ||
| By | /s/ Micheal P. Nugent | |
| Name: Micheal P. Nugent Title: President & CEO |
||
Date: December 12, 2011