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EX-10.1 - AGREEMENT BETWEEN ROBERT N. WEINGARTEN AND ALLTEMP, INC. - ALLTEMP, INC.f8k071017ex10i_alltempinc.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): July 10, 2017

 

ALLTEMP, INC.

 

DELAWARE   000-55122   80-0142655
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

960 Westlake Boulevard, Suite 207

Westlake Village, California 91361

(Address of principal executive offices)

 

(855) 687-4867

(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 (See General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 10, 2017, Alltemp, Inc. (the “Company”) appointed Robert N. Weingarten as its Chief Financial Officer. Pursuant to an agreement between the Company and Mr. Weingarten, Mr. Weingarten is to receive base compensation of $7,500 per month. Mr. Weingarten’s engagement is on a part-time basis. The engagement is terminable by either party on 10 days’ notice.

 

Mr. Weingarten, 65, is an experienced business consultant and advisor with an ongoing consulting practice. Mr. Weingarten has significant accounting and finance expertise, particularly with regard to public reporting requirements. Since 1979, Mr. Weingarten has provided financial consulting and advisory services and served on the boards of directors of numerous public companies in various stages of development, operation or reorganization.

 

Mr. Weingarten has been a director of Guardion Health Sciences, Inc. since June 30, 2015.

 

On April 29, 2013, Mr. Weingarten was appointed to the Board of Directors of RespireRx Pharmaceuticals Inc., formerly known as Cortex Pharmaceuticals, Inc. (“RespireRx”), and was named Vice President and Chief Financial Officer of RespireRx. He resigned from those positions on February 17, 2017.

 

Mr. Weingarten was appointed as a director of Staffing 360, Inc. on February 25, 2014 and resigned this position on April 20, 2014.

 

Mr. Weingarten was the Non-Executive Chairman of New Dawn Mining Corp. (“New Dawn”) from August 31, 2005 through September 30, 2010, and was named the Executive Chairman of New Dawn in October 2010. On July 8, 2010, Mr. Weingarten was appointed to the Board of Directors of Central African Gold Limited (formerly known as Central African Gold Plc and listed on the Alternative Investment Market of the London Stock Exchange at that time). Central African Gold Limited was an indirect, wholly-owned subsidiary of New Dawn. Both New Dawn and Central African Gold Limited have ceased to be publicly traded and reporting companies in their respective jurisdictions.

 

Mr. Weingarten received a B.A. Degree in Accounting from the University of Washington in 1974, and an M.B.A. Degree in Finance from the University of Southern California in 1975. Mr. Weingarten is a Certified Public Accountant (inactive) in the State of California.

 

Item 9.01.Financial Statements and Exhibits.

 

A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which is presented elsewhere in this document, and is incorporated herein by reference.

 

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SIGNATURES

 

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.

 

  ALLTEMP, INC.
     
Date:  July 12, 2017 By: /s/ WILLIAM LOPSHIRE
    William Lopshire
    Chief Executive Officer

 

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INDEX TO EXHIBITS

 

The following documents are filed as part of this report:

 

Exhibit No.   Description of Document
10.1   Agreement between Robert N. Weingarten and Alltemp, Inc.

 

 

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