DIGITILITI INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-09: Form 8-K; Period of report 2020-10-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-10-04: Form 8-K; Period of report 2017-06-15; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-04-20: Form 8-K; Period of report 2012-04-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2011-12-06: Form 8-K; Period of report 2011-12-01; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-09 | 8-K | 2020-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company, under the direction of current management, has interviewed several new candidates to assume the role of CEO and President of Digitiliti, Inc. The Board of Directors held a Special Company Meeting on October 6th, 2020 approving and accepting the Appointment of Kim S. Halvorson as the new CEO and President. | digitiliti_8k.htm |
| 2017-10-04 | 8-K | 2017-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on June 15, 2017, David S. Macey resigned as President and CEO and appointed Mark A. Miller as President and CEO. | f8kcurrentreport.htm |
| 2012-04-20 | 8-K | 2012-04-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On April 17, 2012, Jack Scheetz tendered his resignation from the Board of Directors of the Company. | a8-kxjackscheetzresignation.htm |
| 2011-12-06 | 8-K | 2011-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On December 1, 2011, Kedar R. Belhe provided notice to the Company reflecting his resignation as a member of the Company’s Board of Directors in order to pursue unrelated business opportunities, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. | form8-knewpresidentceoxdav.htm |
| 2011-11-18 | 8-K | 2011-11-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (b) Effective December 1, 2011, Jack B. Scheetz will resign as the Interim President and Chief Executive Officer of Digitiliti, Inc. (the “Company”) as contemplated by his employment agreement, which provides that Mr. Scheetz would execute the responsibilities of President and CEO until the Company's hired and employed a new president and CEO. 5.07 The Company held its annual meeting of stockholders on November 15, 2011. | form8-kresultsof2011annual.htm |
| 2011-09-22 | 8-K | 2011-09-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The securities described in Item 1.01 above were offered and sold solely to Investors who were “accredited investors” (as defined by Rule 501 under the Securities Act) in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. 8.01 The Company has attached as Exhibit 10.6 the employment agreement for Jack Scheetz that was inadvertently not included in the filing of the Company's Form 10-Q for the period ending June 30, 2011. | a8-kxsecondescrowclosing.htm |
| 2011-08-30 | 8-K | 2011-08-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 24, 2011, Benno Sand resigned as a member of our board of directors in order to focus on other significant responsibilities. | form8-k82911.htm |
| 2011-07-27 | 8-K | 2011-07-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On July 22, 2011, R.M. Rickenbach tendered his resignation from the Board of Directors of the Company. | a8-krickenbachresignation.htm |
| 2011-07-06 | 8-K | 2011-06-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 The securities sold as described in Item 1.01 above were offered and sold solely to Investors who were “accredited investors” (as defined by Rule 501 under the Securities Act) in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. 5.02 (b) Effective June 29, 2011, Ehssan Taghizadeh’s employment agreement as the President and Chief Executive Officer of the Company and appointment as a member of the Board of Directors were terminated pursuant to the terms of the Purchase Agreement. | c19672e8vk.htm |
| 2011-05-27 | 8-K | 2011-05-27 | 7.01 Regulation FD Disclosure | 7.01 The Company issued a press release that addressed a request for a Special Meeting of the Stockholders. | c18116e8vk.htm |
| 2011-04-25 | 8-K | 2011-04-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Roy Bauer, chairman of the board of Digitiliti Inc. resigned effective April 21,2011. | c15958e8vk.htm |
| 2011-03-04 | 8-K | 2011-02-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 28, 2011, Digitiliti, Inc. (the “Company”) completed the placement of $1,110,000 Secured Convertible Promissory Note and Warrants (the “Secured Convertible Debt Offering”). 2.03 The information set forth in Item 1.01 is incorporated by reference herein. 3.02 The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Sections 4(2) and 4(6) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. | c13675e8vk.htm |
| 2011-01-28 | 8-K | 2011-01-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | c11619e8vk.htm |
| 2010-10-19 | 8-K | 2010-10-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held its annual meeting of stockholders on October 14, 2010. | c07067e8vk.htm |
| 2010-10-05 | 8-K | 2010-10-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Effective October 4, 2010, Roy A. Bauer resigned as the President and Chief Executive Officer of Digitiliti, Inc. (the “Company”) as contemplated by his employment agreement, which provides that Mr. Bauer would assist the Company in implementing an orderly Chief Executive Officer transition plan by December 31, 2010. | c06598e8vk.htm |
| 2010-07-21 | 8-K | 2010-07-15 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. | c03639e8vk.htm |
| 2010-07-07 | 8-K | 2010-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.03 In connection with the Transaction, the Company approved an extension of the maturity date of a $250,000 convertible note the Company had previously issued to a stockholder. 3.02 See Item 1.01 for a description of the terms of the Transaction, and the Company’s issuance of 18,407,233 Shares and 723,845 shares of Series A Convertible Preferred Stock, which information is incorporated in this Item 3.02 by reference. 3.03 See Items 1.01 and 5.03 of this Current Report on Form 8-K. The information in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference. 5.03 On June 30, 2010, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware setting forth, among other things, the designation, preferences, dividends, voting rights and other special rights of the Company’s Series A Convertible Preferred Stock. | c03176e8vk.htm |
| 2010-05-21 | 8-K | 2010-05-21 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 Digitiliti, Inc. previously disclosed in the consolidated financial statements and the notes to the consolidated financial statements that appear in its Quarterly Report on Form 10-Q for the period ended March 31, 2010, filed May 17, 2010, the discovery of prior misstatements during the year-end close procedures associated with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed April 14, 2010, that occurred during the first quarter of 2009. | c01612e8vk.htm |
| 2010-04-30 | 8-K | 2010-04-30 | 7.01 Regulation FD Disclosure | 7.01 On November 12, 2009, the Board of Directors of Digitiliti, Inc. (“the Company”) formed a special ad-hoc committee called the Financing Committee of the Board of Directors. | c00042e8vk.htm |
| 2010-03-23 | 8-K/A | 2009-07-13 | 8.01 Other Events | 8.01 On July 13, 2009, we were served with a Summons and Complaint styled as nuArch Advisors LLC vs. Digitiliti, Inc., filed in the Second Judicial District Court for Ramsey County, Minnesota. nuArch claimed $123,472.66 in business technology consulting services had been rendered to us on a monthly retainer fee basis between August of 2008 and April of 2009. | form8kanuarchsettlement03231.htm |
| 2009-12-18 | 8-K | 2009-12-15 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 3.02 As of December 15, 2009, Digitiliti, Inc., (the “Company”) had sold 2,175,000 shares of its common stock under a private offering approved by the Company’s Board of Directors on November 24, 2009. 7.01 Today the Company released its new product, “DigiLibe,” formerly known as “Pyramid,” for general availability. | form8kdigilibelwbclean512170.htm |
| 2009-11-02 | 8-K | 2009-10-30 | 8.01 Other Events | form8kbauercompensationlwb2.htm | |
| 2009-10-20 | 8-K | 2009-10-15 | 7.01 Regulation FD Disclosure | 7.01 See Exhibit 99.1, a Press Release dated October 15, 2009, a copy of which is attached hereto and incorporated herein by reference, respecting our 2009 Annual Meeting of Shareholders held today. | form8kannualmeeting4.htm |
| 2009-09-16 | 8-K | 2009-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective September 10, 2009, the Company announced that it had replaced the two Board of Director seats that were vacated as a result of the resignations of Pamela J. Miner and Jonathan S. Miner. 8.01 Digitiliti is entering pre-launch Beta testing of its new product, code named Pyramid, with targeted customers. | form8knewboardmembersclean40.htm |
| 2009-08-05 | 8-K | 2009-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 31, 2009, Jonathan S. Miner and Pamela J. Miner resigned as directors of the Company and from their respective positions on the Compensation and Governance Committees. | form8kminerresignationsclean.htm |
| 2009-07-16 | 8-K | 2009-07-13 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 13, 2009, Digitiliti, Inc. (the “Company,” “Digitiliti,” or “we,” “our” or “us” and words of similar import) was served with a Summons and Complaint styled as nuArch Advisors LLC vs. Digitiliti, Inc., filed in the Second Judicial District for the State of Minnesota, County of Ramsey. | form8knuarchlawsuitrabclean4.htm |
| 2009-06-02 | 8-K | 2009-06-02 | 7.01 Regulation FD Disclosure | 7.01 See Exhibit 99.1 Press Release dated June 2, 2009, a copy of which is attached hereto and incorporated herein by reference. | form8kpressrelease033109earn.htm |
| 2009-05-21 | 8-K | 2009-05-14 | 7.01 Regulation FD Disclosure | 7.01 Effective May 14, 2009, Karen Giles Larson and Kedar R. Belhe were elected to fill the vacancies to the Board of Directors left by the resignations of Brad D. Wenzel and Benno G. Sand earlier in the year. | form8knewboardmembers1052109.htm |
| 2009-04-28 | 8-K/A | 2009-04-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 13, 2009, Benno Sand, resigned as a director of the Company. 8.01 The Board of Directors resolved on April 27, 2009, to terminate the 125,000 options to acquire 125,000 shares of the Company’s common stock at an exercise price of $0.385 per share that were granted on October 13, 2008, to Roy A. Bauer, a director of the Company since December, 2008, and the Company’s current President and CEO since February, 2009, and which were reported in an 8-K Current Report dated February 10, 2009; these options were terminated by agreement with Mr. Bauer and with the understanding that they would be reinstated, effective as of the first quarter of 2009. | form8kawenzelbennobaueroptio.htm |
| 2009-04-24 | 8-K | 2009-04-20 | 1.01 Entry into a Material Definitive Agreement | form8kwenzelagreement1042309.htm | |
| 2009-02-12 | 8-K | 2009-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 10, 2009, Daniel J. Herbeck resigned as director, CEO, President and as a member of the Board of Directors and Corporate Governance and Nomination Committee. | form8kherbeckresignationbaue.htm |
| 2008-12-22 | 8-K | 2008-12-16 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | form8kdatasalesleaselwb4clea.htm | |
| 2008-12-05 | 8-K | 2008-12-02 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | form8kminerloanlwbclean51205.htm | |
| 2008-11-20 | 8-K | 2008-11-20 | 7.01 Regulation FD Disclosure | form8k11202008.htm | |
| 2008-10-17 | 8-K | 2008-10-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | form8kkcclean1016081.htm | |
| 2008-09-11 | 8-K | 2008-09-11 | 7.01 Regulation FD Disclosure | form8k09112008.htm | |
| 2008-09-03 | 8-K | 2008-09-02 | 7.01 Regulation FD Disclosure | f8k090208.htm |