Attached files
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): April 21, 2014
COMPETITIVE COMPANIES, 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)
333-76630 65-1146821
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(Commission File Number) (I.R.S. Employer Identification No.)
19206 HUEBNER ROAD, SUITE 202, SAN ANTONIO, TEXAS 78258
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(Address of principal executive offices) (Zip Code)
(210) 233-8980
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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 CFR240.13e-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
COMPENSATION ARRANGEMENTS. In consideration for William H. Gray's
service as the Chairman of Board of Directors, Chief Executive Officer,
President, Chief Financial Officer, and Treasurer of Competitive Companies, Inc.
(the "Company"), the Company issued to Mr. Gray, on April 17, 2014, a total of
90,000,000 warrants to purchase up to 90,000,000 shares of the Company's common
stock at an exercise price of $0.025 per share (the "CCI Warrants") and a total
of 10,000,000 stock options to purchase up to 10,000,000 shares of the Company's
common stock (the "CCI Options") under Competitive Companies, Inc.'s 2012 Stock
Incentive Plan (the "Plan") pursuant to the following schedule:
Required Required
No. of Options Exercise Expiration Market Price Daily Trading Market Value Cost To
Security or Warrants Price Date Req. Volume Days Required(1) Acquire
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CCI Options 10,000,000(2) $0.025 4/17/2019 NA NA NA NA $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.10 125,000 10 $33,467,653 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.11 150,000 10 $36,814,418 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.12 250,000 10 $40,161,183 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.13 300,000 10 $43,507,948 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.14 350,000 10 $46,854,714 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.15 400,000 10 $50,201,479 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.16 450,000 10 $53,548,244 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.17 500,000 10 $56,895,501 $250,000
CCI Warrants 10,000,000 $0.025 4/17/2024 $0.18 550,000 10 $60,241,775 $250,000
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Total 100,000,000 $2,500,000
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(1) Based on 334,676,533 shares of Competitive Companies, Inc. common stock
outstanding as of April 17, 2014.
(2) The CCI Options vest pursuant to the following vesting schedule:
4,000,000 on the date of grant, 4,000,000 on April 17, 2015, and
2,000,000 on April 17, 2016. The CCI Options are incentive stock
options to the extent permitted under the Plan and the Internal Revenue
Code of 1986, as amended.
Padgett, Stratemann & Co., the Company's auditing firm, has been engaged to
prepare a report regarding appropriate compensation for the Company's executives
(the "Report"). The Report is expected to be delivered to the Company's board of
directors in the near future. If the Report indicates that the CCI Warrant or
CCI Options should be modified or amended, the Company and Mr. Gray have agreed
to negotiate in good faith to modify and amend the CCI Warrants and CCI Options
to be consistent with the Report. A copy of the form of CCI Warrant is attached
to this Report as Exhibit 4.1 and a copy of the CCI Option agreement is attached
to this Report as Exhibit 4.2.
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SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
4.1. Form of Warrant to be issued by Competitive Companies, Inc.
4.2 Stock Option Agreement issued by Competitive Companies, Inc.
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.
COMPETITIVE COMPANIES, INC.
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(Registrant)
Date: April 25, 2014
/s/ William H. Gray
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William H. Gray, Chief Executive Officer
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