Attached files
| file | filename |
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| EX-10.4 - MATERIAL CONTRACTS - Attis Industries Inc. | mrdn_ex104.htm |
| EX-10.2 - MATERIAL CONTRACTS - Attis Industries Inc. | mrdn_ex102.htm |
| EX-10.1 - MATERIAL CONTRACTS - Attis Industries Inc. | mrdn_ex101.htm |
| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Attis Industries Inc. | mrdn_ex31.htm |
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): November 1, 2016
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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New York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices)
(404) 539-1147
(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))
Item 1.01 Entry into a Material Definitive
Agreement
On
November 1, 2016, Meridian Waste Solutions, Inc. (the
“Company”) entered into those certain Director
Agreements (the
“Director Agreements”) with Thomas J. Cowee, Jackson W.
Davis, Jr. and Joseph F. Ardagna, each referred to hereinafter as a
“New Director”, and collectively, the “New
Directors”), respectively, in connection with their
respective appointments to the Board of Directors of the
Company (the
“Board”), as more fully described in Item 5.02
below. The term of the Director Agreements commences on
November 1, 2016, and continues through the Company’s next
annual stockholders’ meeting, unless sooner
terminated
The New
Directors, upon execution of the Director Agreements and pursuant
to those certain Non-Qualified Stock Option Agreements, entered
into as of November 1, 2016, by and between the Company and each
New Director, respectively, will receive a monthly cash stipend
of $1,500 for his service as a Director, which shall increase to
$2,000 per month for as long as he serves as a chair of either the
Audit Committee, Compensation Committee or Nominating Committee.
Each New Director will also receive additional cash stipends for
attending meetings of the Board and committee meeting, whether
in-person or telephonically. Additionally, giving effect to the
Company’s 1-for-20 reverse stock split of the Company’s
common stock (the “Reverse Split”), described in Item
5.03 below, each New Director was issued the equivalent of one
thousand (1,000) shares of the Company’s common stock upon
the execution of the Director Agreement, and, upon the last day of
each fiscal quarter commencing in the quarter when the Director
Agreement became effective, the number of shares of the
Company’s common stock equivalent to $7,500, as determined
based on the average closing price on the three trading days
immediately preceding the last day of such quarter. Giving effect
to the Reverse Split, under the Director Agreements, the New
Directors shall each receive a non-qualified stock option to
purchase up to three thousand seven hundred fifty-six (3,756)
shares of the Company’s common stock at an exercise price per
share equal to $20.00, which shall be exercisable for a period of
five years and vest in equal amounts over a period of three years
at the rate of three hundred thirteen (313) shares per fiscal
quarter at the end of such quarter, commencing in the quarter in
which the Directors Agreements became effective, and pro-rated for
the number of days the Mr. Cowee serves on the Board during the
fiscal quarter. Notwithstanding the foregoing, if either New
Director ceases to be a member of Board at any time during the
three (3)-year vesting period for any reason (such as resignation,
withdrawal, death, disability or any other reason), then any
un-vested options shall be irrefutably forfeited.
In conjunction with the Director Agreements, the Company also
entered into those certain Indemnification Agreements, dated as of
November 1, 2016 (the “Indemnification Agreements”),
with each New Director. The Indemnification Agreements indemnify
the New Directors to the fullest extent permitted under New York
law for any claims arising out of or resulting from, amongst other
things, (i) any actual, alleged or suspected act or failure to act
by the New Directors in their respective capacity as a director or
agent of the Company and (ii) any actual, alleged or suspected act
or failure to act by each New Director in respect of any business,
transaction, communication, filing, disclosure or other activity of
the Company. Under the Indemnification Agreements, the New
Directors are indemnified for any losses pertaining to such claims,
provided, however, that the losses shall not include expenses
incurred by the New Directors in respect of any claim as which he
shall have been adjudged liable to the Company, unless the court
having jurisdiction rules otherwise. The Indemnification Agreements
provide for indemnification of the New Directors during their
directorship and for a period of six (6) years
thereafter.
The above description of the Director Agreements and
Indemnification Agreements does not purport to be complete and are
qualified in their entirety by reference to such agreements, which
are attached hereto as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K.
Item 5.02 Departure of Directors of Principal Officers; Election of
Directors; Appointment of Principal Officers
Appointment of Directors
On November 1, 2016, the Board, by unanimous written consent,
increased the size of the Company’s Board, appointing Mr.
Thomas J. Cowee, Mr. Jackson W. Davis, Jr., and Mr. Joseph F.
Ardagna as members of the Board. Upon such effectiveness, Mr.
Cowee, Mr. Davis and Mr. Ardagna will serve until the next annual
election of directors and until their successors are duly elected
and shall qualify. Mr. Cowee will act as chair of the
Company’s newly established Audit Committee. Mr. Davis will
act as chair of the Company’s newly established Nominating
Committee. Mr. Davis will act as chair of the Company’s newly
established Compensation Committee.
Below are descriptions of Mr. Cowee’s, Mr. Davis’s and
Mr. Ardagna’s professional work experience.
Thomas J. Cowee, age
59
Mr. Cowee has 37 years of experience in the environmental industry,
including 15 years as a Chief Financial Officer. After retiring in
late 2012, Mr. Cowee began serving as a board director for
companies and is currently serving as a director for Enviro Group,
LLC and STC Investors, LLC, both privately owned environmental
companies, positions he has held since 2015. Enviro Group, LLC is a
hazardous trucking and transfer company, and STC Investors, LLC is
primarily a refinery services and trucking company. Previously Mr.
Cowee served as a director on the board of Rizzo Group, LLC, a
privately owned solid waste collection, transfer and recycling
business from 2014 to 2016, until sold. Mr. Cowee was Vice
President and Chief Financial Officer of Progressive Waste
Solutions Ltd, from 2005 to 2012. Progressive Waste Solutions Ltd,
was a publicly traded solid waste collection, transfer, recycling
and landfill business, with operations in the United States and
Canada. Mr. Cowee joined IESI Corporation in 1997 as its Chief
Financial Officer and in 2000 was appointed Senior Vice President
and Chief Financial Officer until IESI Corporation was acquired by
Progressive Waste Solutions Ltd in 2005. From 1995 to 1997, he was
Assistant Corporate Controller of USA Waste Services, Inc., and
from 1979 to 1995 he held various field accounting positions with
Waste Management Inc. Mr. Cowee has a B.Sc. in accounting from The
Ohio State University.
The Board believes that Mr. Cowee’s extensive experience in
the environmental and waste industry, including serving as a
director, will provide a significant contribution to the Company
and its growth efforts.
2
Jackson W. Davis, Jr., age 44
Mr.
Davis has more than 20 years of experience in technology and
technology leadership, previously holding roles with software
development companies providing mobile infrastructure management
and wholesale financing solutions. Mr. Davis has extensive
experience in guiding organizational business strategy to propel
improvement and maximum impact, while focusing on cost-efficiency
and productivity. He is currently Director of Financial and
Business Services Applications for Cox Enterprises a leading
communications, media, and automotive services company with
revenues of $18 billion. Mr. Davis holds a BSBA in Decision
Science with concentration in Management Information Systems from
East Carolina University.
The Board believes that Mr. Davis’s extensive experience in
the fields of technology and infrastructure management will be a
great asset to the Company’s development and operational
management.
Joseph F. Ardagna, age 55
Mr.
Ardagna brings 30 years of experience in the restaurant industry,
currently owning and operating a 28-restaurant chain in Atlanta and
the Carolinas having approximately $90 million in yearly sales. Mr.
Ardagna oversaw all aspects of the business, including, but not
limited to finance, legal, compensation, site selection, design and
development, licensing and brand development. Mr. Ardagna sold a
majority of his interest in this business to a private equity group
in 2011 and currently sits on its board of directors. In 2013, Mr.
Ardagna started a new venture in the restaurant industry in Atlanta
and currently oversees the operation of four pizza restaurants and
the construction of a new store scheduled to open in February 2017.
He has an undergraduate degree from Bowdoin College in 1984 and
serves on the Board of Trustees at the New Hampton School in New
Hampshire.
The Board believes that Mr. Ardagna’s extensive business
experience will help steer the Company’s development and
growth.
Family Relationships
Neither Mr. Cowee, nor Mr. Davis, nor Mr. Ardagna has a family
relationship with any of the current officers or directors of the
Company.
Related Party Transactions
There is no arrangement or understanding between Mr. Cowee, Mr.
Davis or Mr. Ardagna and any other person pursuant to which they
were selected as directors. There have been no transactions and are
no currently proposed transactions in which the Company was or is
to be a participant and the amount involved exceeds the lesser of
$120,000 or 1% of the average of the Company’s total assets
at year-end for the last two completed fiscal years, and in which
Mr. Cowee, Mr. Davis and/or Mr. Ardagna had or will have a direct
or indirect material interest.
The Board has determined that Mr. Cowee, Mr. Davis, and Mr. Ardagna
qualify as independent directors under the rules of The Nasdaq
Stock Market.
Compensatory Arrangements of Certain Officers.
Options
As described in Item 1.01 above, which is incorporated by reference
to this Item 5.02, the Company entered into those certain
Non-Qualified Stock Option Agreements (collectively, the
“Stock Option Agreement”) with the New Directors.
Pursuant to the Stock Option Agreement and giving effect to the
Reverse Split, the New Directors were each granted a non-qualified
stock purchase option (the “Non-Qualified Option”)
to purchase up to an aggregate of three thousand seven
hundred fifty-six (3,756) of Common
Stock of the Company, subject to the terms and conditions of
the 2016 Equity and Incentive Plan (the “Plan”), which
was authorized and approved by the Board. The exercise price for
the Non-Qualified Option is $20.00 per share. The Non-Qualified
Option vests quarterly over a three (3) year period, subject to
each New Director continuing to be a member of the Board on each
applicable vesting date, and will remain exercisable until 5:30
p.m. New York time on the date that is the fifth
(5th)
year anniversary of the date of grant. All or any part of the
vested but unexercised portion of the Non-Qualified Option is
subject to forfeiture in the event of a breach of insider trading
rules or obligations of confidentiality, in the event that the New
Directors or their respective affiliates competes with the Company
or solicits employees or customers of the Company, and in the event
of death, disability or retirement of the New
Directors.
The above descriptions of the Plan and Stock Option Agreements do
not purport to be complete, and are qualified in their entirety by
reference to the full text of the Plan and the Stock Option
Agreement, which is incorporated by reference herein as Exhibits
10.3 and 10.4, respectively, to this Current Report on Form
8-K.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
1-for-20 Reverse Stock Split
Effective
November 1, 2016, Meridian Waste Solutions, Inc., a New York
corporation (the “Company”), filed a Certificate of
Amendment to Certificate of Incorporation (the
“Amendment”) to effectuate the Reverse
Split.
The
Reverse Split is being implemented by the Company in preparation
for a proposed application to up-list the Company’s common
stock on the NASDAQ Capital Market (“NASDAQ”). The
Reverse Split is intended to fulfill the stock price requirements
for listing on NASDAQ since the requirements include, among other
things, that the Company’s common stock must maintain a
minimum closing price per share of $4.00 or higher for 30 of the
most recent 60 trading days. Assuming the Company is able to meet
NASDAQ’s requirements, the Company intends to file the
proposed up-list application with NASDAQ in the coming weeks after
meeting the minimum closing price requirement. However, there is no
assurance that the Company’s application to up-list the
Company’s common stock on NASDAQ will be
approved.
On
November 2, 2016, the Company received notice from Financial
Industry Regulatory Authority (“FINRA”) that the
Reverse Split has been approved and will take effect at the opening
of trading on November 3, 2016 (the “Effective
Date”).
The
above description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 3.1 to this Current Report on
Form 8-K.
Item. 8.01 Other Items
The
information set forth in Item 5.03 is incorporated by
reference.
Effective
November 3, 2016, as a result of the 1-for-20 reverse stock split,
every 20 shares of the Company’s issued and outstanding
common stock will be converted into one share of issued and
outstanding common stock. The number of authorized shares will
remain unchanged. No fractional shares will be issued in connection
with the stock split. Any fractional shares of common stock
resulting from the reverse stock split will be rounded up to the
nearest whole share. It is not necessary for stockholders to
exchange their existing stock certificates for new stock
certificates in connection with the reverse stock split.
Stockholders who hold their shares in brokerage accounts are not
required to take any action to exchange their shares
The
Company’s shares will continue to trade on The OTC Markets
under the symbol “MRDN” with the letter “D”
added to the end of the trading symbol for a period of 20 trading
days to indicate that the Reverse Split has occurred.
The
Reverse Split has no impact on shareholders’ proportionate
equity interests or voting rights in the Company or the par value
of the Company’s common stock, which remains
unchanged.
Item 9.01 Exhibits.
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Exhibit No.
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Description
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Certificate
of Amendment to Certificate of Incorporation*
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Form of
Director Agreement*
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Form of
Indemnification Agreement*
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10.3
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Meridian
Waste Solutions, Inc. 2016 Equity and Incentive Plan (incorporated
by reference to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 16,
2016)
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Form of
Non-Qualified Stock Option Agreement*
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*filed
herewith
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SIGNATURE
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.
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MERIDIAN
WASTE SOLUTIONS, INC.
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Date: November 7,
2016
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By:
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/s/
Jeffrey Cosman
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Name: Jeffrey
Cosman
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Title:
Chief Executive Officer
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