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): January 22, 2014
NEVADA HEALTH SCAN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-54231 27-4336843
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1550 Larimer, Ste. 264
Denver, CO 80202
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: None
(Former name or former address if changed since last report)
Checkappropriate 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 (see General Instruction A.2. below)
[] 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-14(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.
Effective as of January 22, 2014 Jay Czarkowski was appointed as the
Company's Chief Executive Officer and a director and Benjamin J. Barton was
appointed as the Company's Chief Financial and Accounting Officer.
Since June, 2012, Mr. Czarkowski (age 49) has been a managing partner of
Canna, LLC d/b/a Canna Advisors, a company providing consulting services for the
regulated cannabis industry. In October, 2009, Mr. Czarkowski co-founded Boulder
Kind Care, a company which operated a retail marijuana dispensary and a
marijuana production facility which focused on the consistent production of
large amounts of high quality, pharmaceutical-grade marijuana. Boulder Kind Care
was sold in May, 2012. Between 2003 and 2010 Mr. Czarkowski was the managing
partner of Construction Design Group, LLC a residential and commercial real
estate development company in Colorado. Mr. Czarkowski is a founding member of
the National Cannabis Industry Association and a sustaining member of Americans
for Safe Access (ASA). Mr. Czarkowski graduated from Norwich University with a
Bachelor of Science degree in Electrical Engineering.
Since 2005 Mr. Barton (age 50) has been the managing member of SCP, a firm
which provides consulting services to private and public companies. Mr. Barton
holds a Bachelor of Science degree in Political Science from Arizona State
University and an MBA degree in finance from UCLA.
No later than March 22, 2014, which may be extended by an additional 30
days by mutual agreement of the parties, the Company may acquire Canna Advisors
from Mr. Czarkowski, on mutually agreed upon terms and conditions.
Effective January 22, 2014, the Company entered into an employment
agreement with Mr. Czarkowski. The agreement has an initial term of two years
and provides that the Company will pay Mr. Czarkowski $12,000 per month during
the term of the agreement. Pursuant to the employment agreement, Strategic
Capital Partners, LLC, the Company's largest shareholder, sold 2,000,000 shares
of the Company's common stock to Mr. Czarkowski at a price of $0.02 per share.
Of these 2,000,000 shares, 1,000,000 shares are subject to vesting
requirements. The vesting schedule for the 1,000,000 shares is as follows:
Number
of shares Vesting Date (1)
400,000 7/22/2014
300,000 1/22/2015
300,000 7/22/2015
(1) Vesting will occur for the applicable shares if Mr. Czarkowski is employed
by the Company on the vesting date.
2
Notwithstanding the above, none of the 1,000,000 shares will vest until the
Company completes the acquisition of Canna Advisors.
If during the term of the employment agreement Mr. Czarkowski is Terminated
other than For Cause, there is a Change in Control, or Mr. Czarkowski terminates
the employment agreement for Good Reason, then, and provided the Company has
completed the acquisition of Canna Advisors, all shares which have not yet
vested will immediately vest. Notwithstanding the above, the vesting schedule
for the shares will not change if the Company has not completed the acquisition
of Canna Advisors on the date any of the foregoing events take place.
All shares that are not vested at the time of termination of Mr.
Czarkowski's employment, if such termination is a Termination for Cause or a
Voluntary Termination, will be repurchased by the Company at a price of $0.02
per share. Any shares which are not vested and which are not required to be
purchased by the Company will be returned to treasury and cancelled.
The Company also granted Mr. Czarkowski options to purchase up to 1,200,000
shares of the Company's common stock. The terms of the options are shown below.
Shares Issuable
Upon Exercise Option
of Option Exercise Price Vesting Date (1) Expiration Date
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800,000 $ 8.00 1/22/2015 1/22/2018
400,000 $12.00 7/22/2015 1/22/2018
(1) The vesting date is the date the options may first be exercised. Vesting
will occur for the applicable options if Mr. Czarkowski is employed by the
Company on the vesting date.
Notwithstanding the above, no options can be exercised until the Company
completes the acquisition of Canna Advisors. However, if the acquisition of
Canna Advisors has been completed prior to the termination of Mr. Czarkowski
employment with the Company, then any options which did not vest due to solely
to the fact that the acquisition of Canna Advisors had not been completed, will
vest.
If during the term of the employment agreement Mr. Czarkowski is Terminated
other than For Cause, there is a Change in Control, or Mr. Czarkowski terminates
the employment agreement for Good Reason, then, and provided the Company has
completed the acquisition of Canna Advisors, all options which have not yet
vested will immediately vest. Notwithstanding the above, the vesting schedule
for the options will not change if the Company has not completed the acquisition
of Canna Advisors on the date any of the foregoing events take place.
If the employment agreement is terminated voluntarily by Mr. Czarkowski, or
if the employment agreement is terminated by the Company for Cause, the Company
will pay Mr. Czarkowski, as his sole and exclusive remedy, all accrued salary
and vacation pay to the date of termination.
If the employment agreement is terminated by the Company other than for
Cause, or if Mr. Czarkowski terminates the employment agreement for Good Reason,
the Company will pay Mr. Czarkowski, as his sole and exclusive remedy, all
accrued salary and vacation pay, to the date of termination, and all salary that
would have been paid through January 22, 2016.
For purposes of the employment agreement:
"Cause" is defined as:
(i) willful or gross neglect causing material harm to the Company;
(ii) willful or gross misconduct or insubordination;
(iii) the commission of fraud, misappropriation or embezzlement
causing harm to the Company;
(iv) a material breach of the employment agreement by Mr.
Czarkowski; or
(v) a conviction or plea of no contest to a felony involving moral
turpitude.
"Change of Control" is defined as:
(i) a merger, consolidation or reorganization resulting in the
Company's shareholders controlling less than 50% of the
successor corporation;
(ii) the sale of substantially all of the Company's assets; or
(iii) the sale of more than 50% of the Company's common stock.
Termination "for Good Reason" is defined as:
(i) the relocation by the Company of Mr. Czarkowski's principal
place of employment from Boulder, Colorado;
(ii) a material reduction of Mr. Czarkowski's responsibilities and
duties;
(iii) a material breach of the employment agreement by the
Company; or
(iv) a reduction in Mr. Czarkowski's salary.
3
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.
Date: February 24, 2014
NEVADA HEALTH SCAN, INC.
By:/s/ Jay Czarkowski
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Jay Czarkowski, Chief Executive
Office
