SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
August 28, 2015
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 0-15476
|(State of Incorporation)
7 Imber Street,
|(Address of Principal
Telephone Number, including area code: (972) 3 744-4505
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)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(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
On August 28, 2015, in connection with the completion of
the merger of Emerald Medical Applications Ltd ("Emerald") with and into
Zaxis International Inc. (the "Registrant"), the board of directors approved
the following: (i) the appointment of Mr. Lior Wayn, CEO and former sole
shareholder of Emerald, as the Registrant's new chief executive officer and
a director; and (ii) the acceptance of the resignation of Mr. Liron Carmel,
who was appointed as the CEO, Secretary and a director of the Registrant on
December 21, 2014, as CEO and a director of the Registrant. Mr. Carmel will
continue to serve as the Registrant's Secretary.
Mr. Carmel's resignation was in connection with the appointment of Mr. Wayn
and in order to pursue other business opportunities. Mr. Carmel had no
disagreements with the Registrant's operations, policies or practices. A
copy of Mr. Carmel's letter of resignation dated August 28, 2015 is attached
hereto as Exhibit 17.2.
Lior Wayn, age 43, is the Registrant's newly appointed
CEO and a director.
Lior Wayn founded Emerald Medical Applications Ltd.
("Emerald) on February 17, 2010, based upon his years of experience in the
information and communications technologies (ICT) industry and his know how
in mobilizing teams for large and complex projects. Before forming Emerald,
Mr. Wayn served from 2006 through 2010 as head of the Business Development
Division (VP) at Malam Team, a public company traded on the Tel-Aviv Stock
Exchange, and the largest IT services group in Israel, providing a
comprehensive range of computer services in the field of information
technology. Mr. Wayn previously worked in sales and business development for
several of Israel's leading ICT organizations including Ness Technologies,
EIM and Michshuv group. Mr. Wayn received Lior received a BA degree in
business administration from the Ruppin Academic Center, a leading Israeli
university. He furthered his education in Human Resource Management at Bar-Iian
University, in IT Management at College of Management, Rishon Lezion and in
Hotel and Hospitality Management at Tadmor College, all in Israel.
Item 9.01 Financial Statements and Exhibits.
(b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.
of Resignation of Liron Carmel, dated August 28, 2015,
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.
/s/ Oded Gilboa
Date: August 28, 2015