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): | February 3, 2014 |
INTERCORE, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
000-54012 (Commission File Number) |
27-2506234 (I.R.S. Employer Identification No.) | ||
|
1615 South Congress Avenue - Suite 103 Delray Beach, FL 33445 (Address of principal executive offices) (zip code) | ||||
|
(561) 900-3709 (Registrant’s telephone number, including area code) | ||||
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))
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 Unregistered Sales of Equity Securities
On February 3, 2014, our Board of Directors approved the InterCore, Inc. 2014 Non-Qualified Stock Option Plan (the “Plan”). The Plan is intended to aid us in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in our future business, and to reward those individuals who have contributed to our success. Under the Plan, our Board of Directors may issue options to purchase up to an aggregate of six million (6,000,000) shares of common stock to individuals, including, but not limited to, our Board of Directors and/or our executive management, that the Board believes have assisted us in achieving our business goals or will assist us in achieving such goals. Any options issued under the Plan will be the subject of a stock option agreement between us and the holder.
On February 3, 2014, our Board of Directors granted the following options to purchase our common stock under the Plan:
| Name | No. of Options | Exercise Price | Expiration |
| Claude Brun | 600,000 | $1.00 | Ten Years |
| James Groelinger | 800,000 | $1.00 | Ten Years |
| Ralph Huppe | 1,000,000 | $1.00 | Ten Years |
| Frederick Larcombe | 600,000 | $1.00 | Ten Years |
| Harry Pond | 400,000 | $1.00 | Ten Years |
| John Poon | 600,000 | $1.00 | Ten Years |
| Frederick Voight | 600,000 | $1.00 | Ten Years |
| Total | 4,600,000 |
All of the option grants were to members of our executive management team, or that of our wholly-owned subsidiary, SRG International, Inc., an independent consultant, or one of our directors. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since the recipients are our executive management team, an independent consultant, or one of our directors, and they are either accredited or sophisticated investors, and familiar with our operations.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits
| 99.1* | InterCore, Inc. 2014 Non-Qualified Stock Option Plan |
* Incorporated by reference from our Quarterly Report
on Form 10-Q filed with the Commission on December 23, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 4, 2015 | InterCore, Inc. | ||
| a Delaware corporation | |||
| /s/ James F. Groelinger | |||
| By: James F. Groelinger | |||
| Its: Chief Executive Officer |