UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2013
WARP 9, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-13215 30-0050402
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(Commission File Number) (I.R.S. Employer Identification No.)
6500 HOLLISTER AVENUE, SUITE 120, SANTA BARBARA, CALIFORNIA 93117
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(Address of principal executive offices) (Zip Code)
(805) 964-3313
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
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
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-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 AND MANAGEMENT
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ITEM 5.02. DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
GENERAL. On February 11, 2013, William E. Beifuss voluntarily resigned
from the Board of Directors and as the Secretary of Warp 9, Inc. (the
"Company"), effective February 11, 2013, in order to pursue other interests.
Simultaneously, Andrew Van Noy was appointed as the new Chairman of the
Company's Board of Directors, Greg Boden was appointed as the new Secretary of
the Company, and Zachary Bartlett was appointed as a new director of the
Company, effective February 11, 2013. Zachary Bartlett currently serves as the
Vice President of Operations of the Company, a position he has held since July
2012.
COMPENSATION ARRANGEMENTS. In consideration for Zachary Bartlett's
service as the Vice President of Operations of the Company, the Company has
agreed to increase Mr. Bartlett's annual salary to $108,000, retroactively as of
January 1, 2013.
In consideration for Andrew Van Noy's service as the Chief Executive
Officer of the Company, the Company has agreed to increase Mr. Van Noy's annual
salary to $132,000, retroactively as of January 1, 2013.
BIOGRAPHICAL INFORMATION. A comprehensive description of the experience
and qualifications of Zachary Bartlett, Greg Boden, and Andrew Van Noy are
included in the following paragraphs:
Zachary Bartlett, age 31, currently serves and has served as the
Company's Vice President of Operations since July 2012. Prior to joining the
Company, Mr. Bartlett was the founder and Creative Director of Crowbar Studios,
Inc., a graphics design and web development firm founded in 2008. He held the
position of Art and Brand consultant at Demon International, a snowboard
accessories company from 2004 until 2008. In 2009, Mr. Bartlett was one of the
founders of Page Transformer, Inc., a company that provided web and software
development for iPad, iPhone and Android devices. Mr. Bartlett received his
Bachelor of Fine Arts degree in graphic design from Brigham Young University in
2004.
Greg Boden, age 42, has been the Chief Financial Officer of the Company
since April 2012, a director of the Company since November 2011, and president
of Bountiful Capital, LLC, an investment company and an accounting and finance
consulting firm, since October 2010. Mr. Boden is also a licensed Certified
Public Accountant in the state of California. He has been a financial consultant
to the Company since June 2011. From October 2009 to September 2010, he was an
accounting manager with Select Staffing in Santa Barbara, California, where he
was responsible for managing 18 employees in the franchise accounting and cash
application departments. In that capacity, he was responsible for developing and
implementing operational redundancy plans for the franchise accounting,
treasury, and cash application departments, and reviewing and recording results
for the franchise division. From September 2006 to October 2009, Mr. Boden was a
senior associate (audit) at KPMG, LLP in Denver, Colorado where his client base
included public, private, and non-profit/governmental entities with revenues of
$100 million to $14 billion. From March 1994 to September 2006, Mr. Boden held
sales positions with various companies. From September 1996 to August 1999, he
was the owner and director of finance of AlphaGraphics in Woodland Hills,
California where he managed a staff of up to ten employees, oversaw the
preparation of monthly financial statements, created budgets, and altered
operations based on financial results. Mr. Boden received a Bachelor of Arts
degree from Brigham Young University in 1996 and a Master of Science degree in
accounting from University of Denver in 2006.
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Andrew Van Noy, age 30, has been the Chief Executive Officer of the
Company since August 2012, President of the Company since April 2012, and a
director of the Company since November 2011. He was Vice President of Sales and
Marketing of the Company from May 2011 to November 2011 and Executive Vice
President of the Company from November 2011 to April 2012. Prior to joining the
Company, from June 2010 to May 2011, he was the vice president of sales and
marketing of Page Transformer, Inc., a mobile technology company, where he was
responsible for the company's sales and marketing efforts. From January 2010 to
June 2010, he was a global banking operations associate with Morgan Stanley Bank
NA where he oversaw management of more than $300 million in transactions from
securities based lending products for 6,000 high net worth clients worldwide,
coordinated communications and financial requests from financial advisors
firm-wide, and trained Morgan Stanley financial advisors on disbursement
procedures, regulations and processes. From January 2009 to January 2010, Mr.
Van Noy was a senior asset manager with Executive Financial Services in Salt
Lake City, Utah where he negotiated contracts and closings, established due
diligence processes and systems, implemented property marketing strategies, and
negotiated with banks, asset management companies, and clients. From November
2007 to January 2009, he was the managing director of Velocity of Money, a
boutique private equity firm in Salt Lake City, Utah, where he managed
implementation and execution of strategies and plans, established and maintained
deal and client management systems, and oversaw marketing and advertising
creation and implementation. From December 2006 to November 2007, Mr. Van Noy
was the operations manager of StreetMaker, Inc, a small venture capital firm in
Orem, Utah where he implemented sales and marketing strategies while managing
day-to-day office functions. From January 2005 to December 2006, he was the
operations manager of International Supply Pipeline, an international medical
supply company in Park City, Utah. From February 2002 to February 2004, Mr. Van
Noy was the assistant to the president of the Virginia Richmond Mission in
Richmond, Virginia. Mr. Van Noy received a Bachelor of Science degree in
sociology from Brigham Young University in 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
WARP 9, INC.
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(Registrant)
Date: February 12, 2013
/s/ Andrew Van Noy
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Andrew Van Noy, Chief Executive
Officer and President
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