Attached files
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| EX-99.1 - CAPSTONE COMPANIES, INC. | form8k091620ex99-1.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: September 18, 2020
Earliest Event Date requiring this Report: September 16, 2020
CAPSTONE COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Florida
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0-2833
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84-1047159
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(State of Incorporation of Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.
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431 Fairway Drive, Suite 200
Deerfield Beach, Florida 33441
Deerfield Beach, Florida 33441
(Address of principal executive offices)
(954) 570-8889, Est. 313
(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 (17 CFR 230.425)
☐ Solicitation 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 1.01. Entry into a Material Definitive Agreement.
On September 16, 2020, Capstone Companies, Inc., a Florida corporation, (the “Company”) entered into an Indemnification Agreement with
each of the current directors and senior executive officers of the Company (collectively, the “Indemnitees”). Each Indemnitee signed an Indemnification Agreement signed the same form of that agreement, as attached hereto as Exhibit 10.1. Each
Indemnification Agreement was approved by the disinterested directors of the Company at a September 16, 2020 board of directors meeting.
The Indemnification Agreements clarify and supplement indemnification provisions already contained in the Company's Bylaws and generally
provide that the Company shall indemnify the Indemnitees to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their
service as a director or officer and also provide for rights to advancement of expenses and contribution.
The Indemnification Agreements are deemed necessary to secure qualified directors and officers for the Company, especially in light of
higher deductibles for directors and officers liability insurance and heightened liability concerns resulting from the impact of Coronavirus/COVID-19 pandemic on the general economy, the Company’s consumer product industry, internal accounting
controls and strategic planning.
The description of the Indemnification Agreements set forth in this Item 1.01 is not complete and is qualified in its entirety by
reference to the full text of the form of Indemnification Agreement between the Company and each of the Indemnitees which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT NUMBER EXHIBIT DESCRIPTION
10.1 Form
of Indemnification Agreement of Capstone Companies, Inc.
SIGNATURE
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.
CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION
By: /s/ James G.
McClinton
James G. McClinton, Chief Financial Officer
Dated: September 18, 2020