Attached files
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): December 5, 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)
(678) 871-7457
(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
Jeffrey Cosman – Second Amendment to Employment
Agreement
On
December 5, 2016, Meridian Waste Solutions, Inc. (the
“Company”) and Jeffrey Cosman, the Company’s
Chief Executive Officer, entered into that certain Second Amendment
to Employment Agreement (the “Cosman Second
Amendment”) to that certain Executive Employment
Agreement, dated as of March 11, 2016, by and between Mr. Cosman
and the Company (as amended, the “Cosman Employment
Agreement”).
The
Cosman Employment Agreement, as amended by the Cosman Second
Amendment, provides that Mr. Cosman may receive an annual equity
bonus in the form of options, in accordance with the
Company’s 2016 Equity and Incentive Plan (the
“Plan”) and subject to the restrictions contained
therein, in an amount equivalent to 6% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities. The exercise price for such options
shall be the closing price of the Company’s common stock on
the date of grant, or such higher price as may be required pursuant
to the Plan.
Walter H. Hall – Amendment to Employment
Agreement
On
December 5, 2016 the Company and Walter H. Hall, Jr., the
Company’s Chief Operating Officer, entered into that certain
Amendment to Employment Agreement (the “Hall
Amendment”) to that certain Executive Employment agreement,
dated as of March 11, 2016, by and between Mr. Hall and the Company
(the “Hall Employment Agreement”).
The
Hall Employment Agreement, as amended by the Hall Second Amendment,
provides that Mr. Hall may receive an annual equity bonus in the
form of options, in accordance with the Plan and subject to the
restrictions contained therein, in an amount equivalent to 2% of
the value of all acquisitions by the Company or its subsidiaries of
substantially all the assets of existing businesses or of
controlling interests in existing business entities. The exercise
price for such options shall be the closing price of the
Company’s common stock on the date of grant, or such higher
price as may be required pursuant to the Plan.
Joseph D’Arelli – Amendment to Employment
Agreement
On
December 5, 2016 the Company and Joseph D’Arelli, the
Company’s Chief Financial Officer, entered into that certain
Amendment to Employment Agreement (the “D’Arelli
Amendment”) to that certain Executive Employment agreement,
dated as of November 29, 2016, by and between Mr. D’Arelli
and the Company (the “D’Arelli Employment
Agreement”).
The
D’Arelli Employment Agreement, as amended by the
D’Arelli Second Amendment, provides that Mr. D’Arelli
may receive an annual equity bonus in the form of options, in
accordance with the Plan and subject to the restrictions contained
therein, in an amount equivalent to 0.5% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities. The exercise price for such options
shall be the closing price of the Company’s common stock on
the date of grant, or such higher price as may be required pursuant
to the Plan.
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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
Item
1.01 above is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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10.1*
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Second Amendment to
Executive Employment Agreement, dated December 5, 2016, by and
between the Company and Jeffrey Cosman.
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10.2*
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Amendment to
Executive Employment Agreement, dated December 5, 2016, by and
between the Company and Walter H. Hall, Jr.
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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:
December 5, 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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