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): March 25, 2014
AMERICANN, 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)
Check 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 (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.
On March 25, 2014 Timothy Keogh was appointed as the Company's Chief
Executive Officer and a director.
On March 25, 2014, the Company entered into an employment agreement with
Mr. Keogh. The agreement: (i) has an initial term of three years; (ii) requires
that Mr. Keogh devote at least 50% of his time to the Company and; (iii)
provides that the Company will pay Mr. Keogh $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 1,200,000 shares of the
Company's common stock to Mr. Keogh at a price of $0.001 per share.
Of these 1,200,000 shares, 300,000 shares vested on March 25, 2014 and
900,000 are subject to the following vesting requirements provided that Mr.
Keogh is employed the Company on the applicable vesting date: (i) 300,000 Shares
will vest on the earlier of March 20, 2015 or the date the Company receives at
least $15,000,000 from the sale of its debt or equity securities; (ii) 300,000
Shares will vest on the earlier of March 20, 2016 or the date the Company
receives at least $30,000,000 from the sale of its debt or equity securities;
and (iii) 300,000 Shares will vest on the earlier March 19, 2017 or the date the
Company receives at least $45,000,000 from the sale of its debt or equity
securities. For purposes of the foregoing, traditional financing from banks or
similar financial institutions will not be given effect and the required amounts
to be raised will be cumulative.
If during the term of the employment agreement Mr. Keogh is Terminated
other than For Cause, there is a Change in Control, or Mr. Keogh terminates the
employment agreement for Good Reason, then, all shares which have not yet vested
will immediately vest.
All shares that are not vested at the time of termination of Mr. Keogh's
employment, if such termination is a Termination for Cause or a Voluntary
Termination, will be repurchased by the Company at a price of $0.001 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.
In addition the Company granted Mr. Keogh an option to purchase the
Company's common stock pursuant to the following terms.
Shares Issuable
Upon Exercise Option
of Option Exercise Price Vesting Date (1) Expiration Date
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400,000 $ 8.00 3/20/2015 3/20/2018
400,000 $12.00 3/20/2016 3/20/2018
(1) The vesting date is the date the options may first be exercised. The
vesting conditions for the shares, as described above, will apply to
the options, except the vesting dates for the options will control and
any unvested options will not be purchased by the Company.
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If during the term of the employment agreement Mr. Keogh is Terminated
other than For Cause, there is a Change in Control, or Mr. Keogh terminates the
employment agreement for Good Reason, then, all options which have not yet
vested will immediately vest.
If the employment agreement is terminated voluntarily by Mr. Keogh, or if
the employment agreement is terminated by the Company for Cause, the vacation
pay to the date of termination.
If the employment agreement is terminated by the Company other than for
Cause, or if Mr. Keogh terminates the employment agreement for Good Reason, the
Company will pay Mr. Keogh, 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 March 25, 2017.
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. Keogh; 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. Keogh's principal place of
employment from the United States;
(ii) a material reduction of Mr. Keogh's responsibilities and duties;
(iii) a material breach of the employment agreement by the Company; or
(iv) a reduction in Mr. Keogh'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: April 18, 2014
AMERICANN, INC.
By:/s/ Benjamin J. Barton
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Benjamin J. Barton, Chief Financial
Office
