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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):  May 29, 2015

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  (954) 771-1772

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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFT 240.13e-4(c))

 

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Item 5.02

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

5.02(c).  Appointment of Officers.   On May 29, 2015, at a regular meeting (the “May 2015 Board Meeting”) of the Board of Directors (the “Board” or “Board of Directors”) of Le@P Technology, Inc. (the “Company” or “Le@P”) held following the Company’s 2015 annual meeting of stockholders, the Board reappointed (a) Timothy C. Lincoln to the following offices: Chairman of the Board, Acting Principal Executive Officer, and President; and (b) Mary E. Thomas to the following offices: Acting Principal Financial Officer, Chief Accounting Officer, Vice President, Treasurer, and Secretary.

Timothy C. Lincoln has served as a Class B Director of the Company since July 2000 and was also, immediately prior to the officer appointments reported herein, the Company’s (i) Acting Principal Executive Officer, a position he has held since May 2009, and (ii) Chairman of the Board and President, positions he has held since April 2012.  Mr. Lincoln also held the position of Acting Principal Executive Officer of the Company from September 2002 until October 2006.  Mr. Lincoln has also maintained a private law practice since October 1998.  From August 1995 to December 2008, Mr. Lincoln served in various legal and management roles for Marquette Realty, Inc.  Marquette Realty, Inc. managed a number of entities of which M. Lee Pearce, M.D. (“Dr. Pearce”), who is the former Chairman of the Board and is the (indirect, beneficial) majority stockholder of the Company, is the beneficial owner.  In addition, Mr. Lincoln is the President and Treasurer of Lauderdale Holdings, Inc., the entity that holds the Company’s Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), and of which Dr. Pearce is the sole shareholder, and is the President and Secretary of Broward Trading Corporation, the entity that is the owner of 700,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and of which Dr. Pearce is the sole shareholder.  Mr. Lincoln also serves as a director of a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce.  From 1993 to 1996, Mr. Lincoln served as a mortgage loan officer for the Bank of North America, which was formerly controlled by Dr. Pearce (and of which Mr. Valle – another member of the Company’s Board of Directors – formerly served as an officer).  Mr. Lincoln received a Master of Business Administration Degree in Marketing from the University of New Mexico, a J.D. degree and an L.L.M. degree (in estate planning) from the University of Miami School of Law.  Mr. Lincoln is a member of the Florida Bar, and is 56 years old.

Mary E. Thomas has served as a Class A Director of the Company since June 2003, and was also, immediately prior to the officer appointments reported herein, the Company’s (i) Acting Principal Financial Officer, a position she has held since October 2000, and (ii) Chief Accounting Officer, Vice President, Treasurer, and Secretary, positions she has held since April 2012.  Ms. Thomas has over twenty-five years of experience in the financial accounting industry.  Ms. Thomas also serves as an officer of a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce.  From September 1999 to October 2000, Ms. Thomas served as an assistant to the Chief Executive Officer of the Company and was a member of the accounting department.  From 1985 to 1999, Ms. Thomas served in various financial and managerial positions for General Health Corp. I, a Delaware corporation, of which Dr. Pearce was formerly the President and is the controlling indirect beneficial owner.  Ms. Thomas received a Bachelor of Science Degree in Accounting from Nova Southeastern University, and is 55 years old.

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

 

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The Board of Directors nominated Jerome Fields, M.D., Mary E. Thomas, Chris Minev, and Jose B. Valle as Class A Directors, and Timothy C. Lincoln as a Class B Director, in each case, for election to the Board of Directors at the 2015 Annual Meeting.  At the time of the 2015 Annual Meeting, each such person was serving as a duly elected member of the Board of Directors (Class A and Class B, the same as elected).

 

All of the nominees proposed for election to the Board of Directors at the 2015 Annual Meeting were elected by vote of the stockholders; specifically, all four of the nominees for Class A Director proposed for election at the 2015 Annual Meeting were elected to Board membership by the holders of shares of the Company’s Class A Common Stock, and the sole nominee for Class B Director proposed for election at the 2015 Annual Meeting was elected to Board membership by the holder of shares of the Company’s Class B Common Stock.  The final voting results at the 2015 Annual Meeting on this (Election of Directors) proposal were as follows:

 

Class A Directors

 

Class B Director

 

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Item 8.01

Other Events.

Appointment of Audit Committee Chair and Member.   At its May 2015 Board Meeting, the Board of Directors re-appointed Jose B. Valle as the Chairman and sole member of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).  Mr. Valle served as the Chairman and sole member of the Audit Committee prior to this appointment.  The Board, after considering the matter, also determined and found that Mr. Valle is (1) “independent” (or an “independent director”) within the meaning of that term for audit committee members pursuant to NASDAQ’s listing standards addressing such matter, and (ii) an “audit committee financial expert” within the meaning of that term as defined under Item 407(d)(5)(ii) of Regulation S-K as promulgated pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, as amended.  Note that no shares of the Company’s capital stock are listed, quoted or traded on any NASDAQ market.

Also at the May 2015 Board Meeting, the Board confirmed the authority of the Audit Committee to exercise all the authority of the Board with respect to the following matters:  (i) review of the scope and terms of the Company’s independent auditors’ engagement, including the remuneration to be paid, as well as the independence of the auditors; (ii) with the assistance of the Company’s financial and accounting personnel, review of the Company’s annual financial statements and the independent auditors’ report thereon as well as any reporting, accounting, operational or other issues communicated by the independent auditors to the Company or its management; (iii) review of the Company’s corporate policies and procedures (if any) as they relate to accounting and financial reporting and financial controls matters; (iv) review of any litigation to which the Company is or becomes a party; and (v) review of the use by the Company’s officers of expense accounts (or expense reimbursements) and other non-monetary perquisites, if any, extended to the Company’s officers.  In addition, the Audit Committee is authorized to direct the Company’s outside legal counsel, independent auditors and internal staff to inquire into and report to it on any matter relating to the Company’s accounting or financial procedures, controls or reporting.

 

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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.

 

 

 

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