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EX-99.1 - EXHIBIT 99.1 - Broad Street Realty, Inc.v474076_ex99-1.htm

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

  

Date of Report: August 23, 2017

(Date of earliest event reported)

 

MedAmerica Properties Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction

of incorporation)

001-09043
(Commission

File Number)

36-3361229
(I.R.S. Employer

Identification No.)

 

 

5200 Town Center Circle, Suite 550, Boca Raton, Florida
(Address of principal executive offices)

 

33486
(Zip Code)

 

 

(561) 617-8050

(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))

 

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

 

Effective August 23, 2017, Joseph C. Bencivenga and Bennett Marks were appointed to the board of directors of MedAmerica Properties Inc. (“MedAmerica” or the “Company”). In addition, Mr. Bencivenga was promoted to chief executive officer.

 

Mr. Bencivenga, 58, joined MedAmerica as president effective August 8 of this year. Prior to joining the Company, he spent more than 30 years in investment banking in New York, California, and London with Barclays Capital, Salomon Brothers, Drexel Burnham, and Lehman Brothers. He has also served as a board member for numerous companies providing strategic financial advice in businesses in real estate, music, gaming, solid waste management, and many other industries. Prior to this role, Mr. Bencivenga was a founding partner of a $5 billion hedge fund whose business included lending to and investing private equity in small to medium sized companies. During his tenure at Barclays Capital, Mr. Bencivenga served as Managing Director/Global Head of High Yield, and his team originated over 75 high yield, mezzanine and bridge loan transactions and acted as lead or joint lead on over twenty transactions.

 

Bennett Marks, 69, previously served as a member of the Company’s board from November 2008 to October 2013 and chief financial officer from November 2008 to May 2010. Mr. Marks has been executive vice president and CFO of Patriot Rail Corp., an owner and operator of short line and regional railroads, since 2005. Mr. Marks has served as EVP and CFO of six publicly-held and privately-owned companies in the transportation, healthcare, manufacturing, distribution and telecommunications industries. While CFO at RailAmerica, Inc., he developed and implemented the financial framework of the company as revenues grew from $130 million to $450 million. Mr. Marks has more than twenty years of experience in public accounting, including ten years as an audit/client services partner with KPMG where he was an Associate SEC Reviewing Partner and the Administrative Partner in Charge of the West Palm Beach office. A licensed CPA in Florida and New York, he has held leadership positions in a variety of community, charitable, and professional organizations. Mr. Marks received his degree in accounting from New York University.

 

Item 8.01Other Events.

 

On August 25, 2017, the Company issued a press release announcing the appointment of Mr. Bencivenga and Mr. Marks to the board and Mr. Bencivenga’s promotion to chief executive officer. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

  

Item 9.01Financial Statements and Exhibits.

 

  (d)  Exhibits.

 

Exhibit No.   Description
   

99.1

  Press Release, dated August 25, 2017

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Banyan Rail Services Inc.


By: /s/ Christopher J. Hubbert                        

Name: Christopher J. Hubbert
Title: Secretary

 

Dated August 25, 2017