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): July 30, 2014

 

POINT CAPITAL, INC.

 (Exact name of registrant as specified in its charter)

 

Delaware   333-167386   90-0554260
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

  

285 Grand Avenue, Building 5, Englewood, New Jersey   07631
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (201) 408-5126

 

__________

(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 (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-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

 
 

 

Section 3 - Securities and Trading Markets

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with their appointment as directors of Point Capital, Inc. (the “Company”) as described in Section 5.02 below, Leonard Schiller and Joel Stone, and Van Parker, currently a director of the Company, will each be issued 37,500 shares of the Company’s common stock each quarter commencing on July 30, 2014 for three years as compensation for serving as directors of the Company. The shares of common stock that were issued to Messrs. Schiller, Stone and Parker have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act.

 

Section 5 - Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective July 30, 2014, Joel A. Stone and Leonard Schiller were appointed directors of Point Capital, Inc. (the “Company") and members of the Company’s Audit Committee. Also effective July 30, 2014, Richard A. Brand, the Company’s Chief Executive Officer, resigned as a member of the Company’s Audit Committee.

 

Leonard Schiller, 72, is President and Managing Partner of the Chicago law firm of Schiller Klein PC and has been associated with the firm since 1977. Mr. Schiller also has served as the President of The Dearborn Group, a residential property management and real estate company with properties located in the Midwest. Mr. Schiller has also been involved in the ownership of residential properties and commercial properties throughout the country. Mr. Schiller has acted as a principal in numerous private loan transactions and has been responsible for the structure, and management of these transactions. Mr. Schiller has also served as a member of the Board of Directors of IMALL, an internet search engine company, which was acquired by Excite@Home. He also served as a member of the Board of AccuMed International, Inc., a company which manufactured and marketed medical diagnostic screening products, which was acquired by Molecular Diagnostics, Inc. He presently serves as a director of Milestone Scientific, Inc., a Delaware company. He also serves as a director of Gravitas Cayman Corp. and a Limited Partner of Gravitas Capital Partners LLC, a private hedge fund.

 

Joel A. Stone, 69, since 2005, has been a real estate investor. In addition, since early the early 1990’s, Mr. Stone has been a principal in the Hostmark Hospitality Group, an Illinois company and in 2011, co-founded The Fin Branding Company, a manufacturer of electronic cigarettes. Although he remained a principal with the VanKampen Group (including serving as Financial Principal for VanKampen Merritt, Inc. from 1980 to 1982, and president of its holding companies from 1980 to 1985) until its sale in 1985, in 1980 he created and served as President from 1980 to 1990 and Chief Executive Officer of VMS Realty Partners, a real estate syndicator and owner/operator entity controlling almost $10 billion of assets until it started liquidating its assets in 1990. It took Mr. Stone approximately 15 years to dispose of the last of VMS's assets. Prior thereto, in 1971 Mr. Stone co-founded a Certified Public Accounting firm at which he specialized in tax matters. Mr. Stone's early employment includes work as Internal Revenue agent, controller of a life insurance company, a senior tax accountant with a large public accounting firm and an attorney specializing in tax matters. Mr. Stone graduated DePaul University in 1966 with a Bachelor of Science in Commerce majoring in accountancy. In 196, he became a Certified Public Accountant. In 1970, he earned a Juris Doctor degree from Depaul College of Law. Mr. Stone has been Chairman of the Board for the Jewish Federation of Metropolitan Chicago and a National Trustee of the Foundation Fighting Blindness.

 

There is no any arrangement or understanding between the foregoing directors and any other persons pursuant to which such director was selected as a director.

 

There is currently no arrangement or agreement regarding the compensation of any of the foregoing persons with respect to serving as directors of the Company, except that each of Messrs. Schiller and Stone will be issued 37,500 shares of the Company’s common stock each quarter commencing on July 30, 2014 for three years as compensation for serving as 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.

 

Date:  August 1, 2014

 

  POINT CAPITAL, INC.
   
  By: 

/s/ Richard A. Brand

  Name:  

Richard A. Brand

  Title:    Chief Executive Officer

 

 

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