Attached files
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: March 16, 2012
LATITUDE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-54194 26-1284382
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
2595 NW BOCA RATON BLVD., SUITE 100, BOCA RATON, FL 33431
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(Address of Principal Executive Offices) (Zip Code)
(561)417-0644
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Registrant's telephone number, including area code
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(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:
[ ] 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)
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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DISPOSAL OF EQUITY INVESTMENT
On February 17, 2012, Latitude Solutions, Inc. ("the Company") completed the
disposition of its equity investment in 6709800 Canada, Inc. operating as
GpsLatitude. The Company held a 50% equity interest in GpsLatitude, which at
September 30, 2011 had an unaudited value of $1,257,759.
The Share Purchase Agreement provides for the Company to receive $225,000 in
exchange for the return of the 4,800,000 shares of GpsLatitude held by the
Company.
SECTION 5 - CORPORATE GOVERANCE
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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APPOINTMENT OF DIRECTOR
On March 28, 2012, the Company appointed Mr. William Brennan as a Director.
Mr. Brennan, age 49, is currently a Portfolio Manager and Principal of Summit
Global Management of La Jolla, California, a position he has held since 2010. In
addition, since 2000, Mr. Brennan is an Adjunct Professor of Marketing and
Finance with the College of Commerce & Finance, MBA Program of Villanova
University. Since 2003, he has been an Adjunct Professor of Finance with Cabrini
College's Investment and Portfolio Management program.
From 2008 through 2010, Mr. Brennan was the President and Managing Partner of
Brenan Investment Partners, LLC, the firm focused on the investment in water and
its infrastructure. From 2006 through 2008, Mr. Brennan was the President and
Managing Partner of Aqua Terra Asset Management (A Boenning & Scattergood
Subsidiary), which focused on the on the global investment thesis for water,
agriculture and energy industries.
Mr. Brennan has both his Series 63 and 65 Securities Licenses. In 1992 he
received his MBA, with a concentration in Marketing/Finance from Villanova
University. In 1988, he received his Masters of Science, Biomedical Engineering
from Colorado State University. In 1985, he received his Bachelor of Science in
Mechanical Engineering and Biology from Lehigh University.
Mr. Brennan sits on the advisory boards with the following institutes and
organizations:
- The Water Initiative, New York, NY,
- Colorado State University of Engineering, and
- Cleantech/Water Advisory Board - Jabil Circuits. Jabil Circuits is
both a creditor and shareholder of the Company.
As part of his appointment, Mr. Brennan entered into an Engagement Agreement
with the Company. The Engagement Agreement provides that Mr. Brennan will
receive a warrant exercisable for 100,000 shares of the Company's restricted
common stock and an annual fee of $20,000 to be paid quarterly. The Engagement
Agreement is effective unless terminated by either party with 30 days written
notice.
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SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
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PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On March 15, 2012, the Company made a press release announcing that it has
reached agreements with two top tier companies from the pilot test deployment of
its patented technology in the multibillion dollar coal-fired power plant
utilities industry. The text of the press release is attached hereto as Exhibit
99.1.
On March 16, 2012, the Company held a conference call at 10:00 a.m. (EDT) with
its investors and shareholders. During the Conference Call the following topics
were discussed:
- the Company's current operational activities, which include a
discussion of efforts to decrease costs and its latest financing
efforts,
- the results of its deployment of its unit in the Permian Basin,
- the demonstration of its units to potential users in recent weeks,
- the potential use of the Company's units by coal fired power
utilities,
- recent events in the oil and gas industry and in the water industry
which are favorable to the Company's operational activities, and
- the disposal of its equity investment in GpsLatitude.
A transcript of the call is attached hereto as Exhibit 99.2.
On March 29, 2012, the Company made a press release announcing the appointment
of Mr. William S. Brennan to the Company's Board of Directors. The text of the
press release is attached hereto as Exhibit 99.3.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
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On March 27, 2012, the Company updated and revised its' website,
www.latitudesolutions.net, which is not incorporated in, and is not a part of,
this report.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) EXHIBITS. The following is a complete list of exhibits filed
herewith. Exhibit numbers correspond to the numbers in the exhibit table of Item
601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated March 15, 2012
99.2 Transcript of March 16, 2012 Shareholder & Investor
Conference Call
99.3 Press Release, dated March 29, 2012
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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.
LATITUDE SOLUTIONS, INC.
By: /s/ Matthew J. Cohen
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Matthew J. Cohen, Chief Financial Officer
Date: March 29, 2012
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