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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: July 10, 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 (Commission File (IRS Employer Identification
of 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 5 - CORPORATE GOVERNANCE
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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DEPARTURE OF OFFICERS AND DIRECTORS
On July 3, 2012, Latitude Solutions, Inc.'s ("the Company") Board of Directors
accepted the resignation of Mr. Jerry J. Langdon as the Chief Executive Officer
and the Chairman of the Board of the Company.
Under his employment agreement, Mr. Langdon was issued 200,000 shares of the
Company's restricted common stock and an option exercisable for 1,000,000 shares
of the Company's common stock. As part of his resignation, he has returned both
the 200,000 shares and the 1,000,000 share option.
On July 3, 2012, the Company's Board of Directors accepted the resignation of
Mr. Matthew J. Cohen as Chief Financial Officer, Secretary, Treasurer, and a
Director of the Company. In addition, Mr. Cohen resigned as a Manager and/or
Officer of the Company's various subsidiaries. As part of his resignation, Mr.
Cohen returned 550,000 shares of the Company's common stock.
On July 3, 2012, the Company's Board of Directors accepted the resignation of
Mr. Lynden Rose as a Director of the Company.
APPOINTMENT OF CHIEF EXECUTIVE OFFICER
On July 3, 2012, Mr. Jeffrey A. Wohler was appointed Chief Executive Officer.
Mr. Wohler had served as the Acting Chief Executive Officer from January 18,
2012 through May 21, 2012 and from May 21, 2012 had been serving as the
President of the Company. Mr. Wohler has been a Director of the Company since
January 18, 2012.
Mr. Wohler, age 65, has served as the Chief Executive Officer of Water the
World, LLC, since its formation in August, 2011. Water the World, LLC is the
Company's agency formed to utilize the Company's water remediation technologies
to deploy in third world countries. From 1996 through July, 2010 Mr. Wohler
served as Chief Executive Officer of LinMar Management, Inc., LinMar Properties,
LLC, LinMar I, LLC, LinMar IV, LLC and LinMar VI, LLC, each of which are
involved in the management and investment of real estate properties. Prior to
his work with LinMar Management, Mr. Wohler was CEO of ATS, Ltd, American
Trading Syndicate, Inc., and Amtrade, Inc., all of which were involved in the
oil & gas, marine, and infrastructure development internationally.
Mr. Wohler received a Juris Doctorate from Western State University in 1977 and
a Bachelor of Science in Accounting and Finance from California State University
in 1973. Mr. Wohler will be able to provide the Board of Directors with his
experience in business management, as well as experience in working within
different industries, such as oil & gas and marine, gained during his years with
LinMar.
APPOINTMENT OF CHIEF OPERATING OFFICER AND DIRECTOR
On July 3, 2012, Mr. J.W. (Bill) Rhea, IV was appointed Chief Operating Officer
and a Director of the Company. Mr. Rhea, age 59, has over 37 years of business
and petroleum engineering experience in all phases of the upstream exploration
and production sectors of the oil & gas industry, both domestically and
internationally, onshore and offshore. Mr. Rhea has been a petroleum engineering
consultant to the industry for many years and has served in Senior Management
and Chief Executive roles in several independent oil & gas companies, most
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recently including Gulf Energy Exploration Corp., Trinity Plumas Capital Corp.,
TexStar North America, Inc., APP Production Inc., BF Production Inc., and LAE
Energy Inc. Since 2000, Mr. Rhea has been extensively involved in the various
unconventional resource plays in North America, including the Eagle Ford Shale
of South Texas, the Bakken Oil Shale of North Dakota, and the original Barnett
Shale gas play in North Texas. Mr. Rhea is second generation in the oil & gas
business. He earned a Bachelor of Science in Mechanical Engineering with Honors
from the University of Texas at Austin and worked toward an MBA from the
University of Texas, Permian Basin.
APPOINTMENT OF CHIEF FINANCIAL OFFICER
On July 3, 2012, Mr. James B. Smith was appointed Chief Financial Officer of the
Company. Mr. Smith, age 58, was previously employed from 2003 through 2012 as:
Director, President and CFO of Tidelands Oil and Gas Corporation, a public
company engaged in developing natural gas infrastructure projects; Resident
Manager of two offices of Robnett & Company, CPAs, a public accounting firm; and
CFO of Michelson Energy Corporation, a privately held energy company with
exploration, production and well servicing operations.
Mr. Smith received a Bachelor of Science from Texas A&M University in 1976 and a
Master of Professional Accounting from the University of Texas at Austin in
1981. His professional experience also includes managerial positions in an
international CPA firm, as well as financial officer or ownership positions in
various enterprises in agriculture, energy and real estate.
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 July 10, 2012, the Company issued a press release announcing the appointment
of Mr. Wohler as Chief Executive Officer, the appointment of Mr. J.W. Rhea, IV
as Chief Operating Officer, and the appointment of Mr. James B. Smith as Chief
Financial Officer. The text of the press release is attached hereto as Exhibit
99.1.
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 as
part of this Report. 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 July 10, 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/ Jeffrey Wohler
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Jeffrey Wohler, Chief Executive Officer
Date: July 10, 2012
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