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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 13, 2013
TUNGSTEN CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-159607 98-0583175
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1671 Southwest 105 Lane, Davie, Florida 33324
(Address of principal executive offices) (Zip Code)
(954) 476-4638
(Registrant's telephone number, including area code)
Not Applicable
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 13, 2013, Tungsten Corp. (the "Company") entered into a Restricted Stock
Award Agreement (the "Agreement") with Joseph P. Galda, pursuant to which Mr.
Galda was granted 750,000 shares of restricted common stock of the Company (the
"Restricted Shares") in consideration for services to be rendered to the Company
by Mr. Galda as a director of the Company. The Restricted Shares will vest over
a three year period at the rate of 62,500 shares of common stock per quarter,
with the first portion of the Restricted Shares vesting on June 30, 2013 and all
the Restricted Shares vesting by March 31, 2016. Under the Agreement, all
unvested Restricted Shares shall vest upon a "change in control," as defined in
the Agreement.
According to the Agreement, the vesting of the Restricted Shares is subject to
Mr. Galda's continuous service to the Company as a director. In the event that
the Board of Directors of the Company determines that Mr. Galda has committed
certain acts of misconduct, Mr. Galda will not be entitled to the Restricted
Shares. Mr. Galda also made certain representations to the Company in connection
with the restricted stock award, including representations relating to this
ability to bear economic risk, the sufficiency of information received, his
level of sophistication in financial and business matters, and his purpose for
acquiring the Restricted Shares.
The Restricted Stock Award Agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K and the terms and conditions are incorporated herein. The
foregoing statements are not intended to be a complete description of all terms
and conditions of the Restricted Stock Award Agreement.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On May 13, 2013, the Board of Directors of the Company appointed Joseph P. Galda
as a director of the Company. Mr. Galda's term ends at the next annual meeting
of stockholders when his successor has been duly elected and qualified.
The Board of Directors did not elect Mr. Galda pursuant to any arrangement or
understanding between Mr. Galda and the Company or any other person. There are
no material transactions between Mr. Galda and the Company or any other person
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Galda (age 53) is a corporate finance attorney and is the founder of J.P.
Galda & Co., a law firm. Prior to founding his firm, Mr. Galda was counsel to
Fox Rothschild LLP (a law firm) (2012 to 2013), President of Corsair Advisors,
Inc., a strategic consulting firm (2004 to 2012), and a general partner of
Hodgson Russ LLP, a law firm (2000 to 2004), where he practiced as a foreign
legal consultant in the firm's Toronto, Ontario office. Since 2005, Mr. Galda
has been a director of Secure Energy, Inc., a private company developing a coal
to liquids alternative energy project.
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In connection with Mr. Galda's appointment to the Board of Directors, Mr. Galda
was granted the Restricted Shares pursuant to the Restricted Stock Award
Agreement. The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
----------- -----------
10.1 Restricted Stock Award Agreement, dated May 13, 2013
99.1 Press Release Announcing Appointment of Joseph P. Galda to Board
of Directors
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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.
TUNGSTEN CORP.
(Registrant)
Date: May 14, 2013 By: /s/ Guy Martin
-------------------------------------
Guy Martin
President and Chief Executive Officer
