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Excel Corp Form 8-K: Current report

Excel Corp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-08-15: Form 8-K; Period of report 2018-08-02; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2018-04-13: Form 8-K; Period of report 2018-04-09; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
  • 2017-11-14: Form 8-K; Period of report 2017-11-14; Description 8.01 Other Events; Details 8.01.
  • 2017-10-23: Form 8-K; Period of report 2017-10-16; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-08-158-K2018-08-024.01 Changes in Registrant's Certifying Accountant4.01 On August 2, 2018, Excel Corporation, a Texas corporation (the “Company”), received notice of resignation by Whitley Penn stating as Excel’s independent registered public accounting firm.f8k080218_excelcorporation.htm
2018-04-138-K2018-04-092.01 Completion of Acquisition or Disposition of Assets2.01 November 2, 2016 Excel Corporation entered into a Loan and Security Agreement among GACP Finance Co.,LLC, as Agent, the Lenders from time to time thereto, as Lenders, Excel Corporation, as Borrower, and certain Subsidiaries of the Borrower, as Guarantors.f8k040918_excelcorp.htm
2017-11-148-K2017-11-148.01 Other Events8.01 Excel Corporation (the “Company”) has determined that it is in the best interests of the Company to immediately cease voluntarily filing periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including periodic reports on Forms 10-K, 10-Q and 8-K. The Company has fewer than 300 stockholders of record and as a result, pursuant to Section 15(d) of the Exchange Act, the Company’s obligation to file reports under Section 15(d) is automatically suspended.f8k111417_excelcorporation.htm
2017-10-238-K2017-10-168.01 Other Events8.01 As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2017, on September 27, 2017, Excel Corporation (the “Company”) received a supplemental notice (the “Notice”) from GACP Finance Co., LLC (“GACP”), relating to the Company’s default under the terms of that certain Loan and Security Agreement, originally dated November 2, 2016, among GACP, as agent, the lenders party thereto, the Company, as borrower, and certain subsidiaries of the Company as guarantors (as amended on January 26, 2017, the “Loan Agreement”).f8k101617_excelcorporation.htm
2017-10-058-K2017-09-272.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events2.04 As previously disclosed, on May 5, 2017, Excel Corporation (the “Company”) received a written notice (the “Notice”) from GACP Finance Co, LLC (“GACP”) that the Company was in default under the terms of that certain Loan and Security Agreement dated November 2, 2016, among GACP, as agent, the lenders party thereto, the Company, as borrower, and certain subsidiaries of the Company as guarantors (the “Original Loan Agreement”) and the First Amendment and Waiver to Loan and Security Agreement, entered into as of January 26, 2017 (the “Amendment” and, together with the Original Loan Agreement, the “Loan Agreement”).
8.01 On September 27, 2017, the Board approved the formation of a Governance Committee of the Board, consisting initially of Ruben Azrak and David Shweky (the “Governance Committee”).
f8k092717_excelcorporation.htm
2017-09-088-K2017-08-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously disclosed, on June 4, 2017, the Board of Directors (the “Board”) of Excel Corporation (the “Company”) (i) terminated for cause the employment of each of Thomas A. Hyde, Jr., the Company’s former President and Chief Executive Officer, and Robert L. Winspear, the Company’s former Chief Financial Officer, Vice President and Secretary (the “Prior Officers”), and (ii) appointed Karl Power to serve as the Company’s Interim Chief Executive Officer and Secretary.f8k082817_excelcorporation.htm
2017-08-168-K2017-08-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On August 10, 2017, in accordance with the bylaws of Excel Corporation (the “Company”), the Board of Directors (the “Board”) of the Company voted to increase the size of the Board by one seat and appointed Mr. David Shweky to the Board to fill a vacancy on the Board resulting from such increase in the size of the Board.
8.01 On August 10, 2017, the Board set September 28, 2017 as the date for the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”).
f8k081017_excelcorp.htm
2017-06-228-K2017-06-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 11, 2017, Excel Corporation (the “Company”) appointed an independent committee (the “Special Committee”) of the Board of Directors (the “Board”) to conduct an investigation into certain of the Company’s past business practices encompassing each of (a) Thomas A. Hyde, Jr., the Company’s President and Chief Executive Officer, and (b) Robert L. Winspear, the Company’s Chief Financial Officer, Vice President and Secretary (together with Mr. Hyde, the “Officers”) and certain matters relating to the Company’s obligations under an existing credit facility.f8k062017_excelcorp.htm
2017-06-228-K/A2017-05-168.01 Other Events8.01 The Initial Form 8-K erroneously stated that the Prior Action was effected via a written consent (the “Consent”) of the majority of the voting interests of the Company’s common stock.f8ka051617_excelcorp.htm
2017-05-238-K2017-05-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 16, 2017 Karl Power was removed as a member of the board of directors of Excel Corporation (the “Company”).f8k051617_excelcorp.htm
2017-05-168-K2017-05-152.02 Results of Operations and Financial Condition2.02 On May 15, 2017, Excel Corporation announced the results of its operations for the quarter ended March 31, 2017.f8k051517_excelcorporation.htm
2017-05-118-K2017-05-052.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 On May 5, 2017, Excel Corporation (“the Company”) received a written notice from GACP Finance Co. that it was in default under the terms of the Loan and Security Agreement dated November 2, 2016 (“Loan Agreement”).f8k050517_excelcorporation.htm
2017-04-148-K2017-04-142.02 Results of Operations and Financial Condition2.02 On April 14, 2017, Excel Corporation announced the results of its operations for the year ended December 31, 2016.f8k041417_excelcorporation.htm
2016-11-148-K2016-11-142.02 Results of Operations and Financial Condition2.02 On November 14, 2016, Excel Corporation announced the results of its operations for the quarter and nine months ended September 30, 2016.f8k111416_excelcorp.htm
2016-11-078-K2016-11-021.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
1.02 Concurrently with the execution of the Loan Agreement, the Company repaid in full approximately $8.0 million of notes incurred by its eVance subsidiary with the acquisition of the US assets of Calpian Inc. on November 31, 2015 (the “eVance Notes”).
2.03 The information set forth in Item 1.01 above is incorporated herein by this reference.
f8k110216_excelcorp.htm
2016-08-158-K2016-08-152.02 Results of Operations and Financial Condition2.02 On August 15, 2016, Excel Corporation announced the results of its operations for the quarter and six months ended June 30, 2016.f8k081516_excelcorp.htm
2016-05-238-K2016-05-232.02 Results of Operations and Financial Condition2.02 On May 23, 2016, Excel Corporation announced the results of its operations for the quarter ended March 31, 2016.f8k052316_excelcorporation.htm
2016-05-058-K2016-04-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth above under Item 1.01 is incorporated herein by reference.
7.01 On May 2, 2016, the Company issued a press release announcing the sale of the Securus operations to Chyp.
f8k043016_excelcorp.htm
2016-04-138-K2016-04-122.02 Results of Operations and Financial Condition2.02 On April 13, 2016, Excel Corporation announced the results of its operations for the quarter and year ended December 31, 2015.f8k041216_excelcorporation.htm
2016-03-228-K2016-03-181.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth in Item 1.01 above is incorporated herein by this reference.
f8k031816_excelcorporation.htm
2016-02-128-K/A2015-11-302.01 Completion of Acquisition or Disposition of Assetsf8k113015a1_excelcorp.htm
2016-02-048-K2016-01-291.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 above is incorporated herein by this reference.
f8k012916_excelcorporation.htm
2015-12-048-K2015-11-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth above under Item 1.01 is incorporated herein by reference.
2.03 The information set forth above under Item 1.01 is incorporated herein by reference.
3.02 The information regarding the issuance of the Warrants under Item 1.01 is incorporated herein by reference.
5.02 On November 30, 2015, in connection with the closing of the transactions contemplated by the Loan Agreement described in Item 1.01, Mr. Charles Azrak resigned from his position as a director of the Company, effective immediately.
7.01 On December 1, 2015, the Company issued a press release announcing its acquisition of substantially all of the U.S. assets and operations of the Sellers.
f8k1215_excelcorp.htm
2015-11-168-K2015-11-162.02 Results of Operations and Financial Condition2.02 On November 16, 2015, Excel Corporation announced the results of its operations for the quarter ended September 30, 2015.f8k111615_excelcorp.htm
2015-08-148-K2015-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2015, Excel Corporation announced the results of its operations for the three and six months ended June 30, 2015.excc_8k.htm
2015-05-158-K2015-05-152.02 Results of Operations and Financial Condition2.02 On May 15, 2015, Excel Corporation announced the results of its operations for the quarter ended March 31, 2015.f8k051515_excelcorp.htm
2015-04-278-K2015-04-214.01 Changes in Registrant's Certifying Accountant4.01 (a) The Board of Directors (the “Board”) of Excel Corporation (the “Company”) conducted an evaluation to select the Company’s independent registered public accounting firm for the year ending December 31, 2015.f8k042115_excelcorporation.htm
2015-03-318-K2015-03-312.02 Results of Operations and Financial Condition2.02 On March 31, 2015, Excel Corporation announced the results of its operations for the quarter and year ended December 31, 2014.f8k0315_excelcorp.htm
2014-07-258-K2014-07-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 22, 2014, Excel Corporation (the “Company”) received notice that Antonio Rubio had resigned as a member of the Company’s Board of Directors, effective immediately.f8k072214_excelcorp.htm
2014-07-078-K2014-06-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth under Item 1.01 in this Form 8-K is incorporated herein by reference.
2.03 The information set forth under Item 1.01 in this Form 8-K is incorporated herein by reference.
8.01 On July 7, 2014, the Company issued a press release announcing the foregoing transactions.
f8k063014_excelcorp.htm
2014-05-158-K2014-05-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 13, 2014, Ruben Azrak voluntarily resigned from the office of Chief Executive Officer of Excel Corporation (the “Company”).f8k051514_excelcorp.htm
2014-05-138-K/A2014-04-259.01 Financial Statements and Exhibits9.01 (b) Pro Forma Financial Information .f8k042514a_excelcorp.htm
2014-04-258-K2014-04-212.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.01 On February 17, 2014, Excel Corporation (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with Payprotec Oregon, LLC (d/b/a Securus Payments) (“Payprotec”), Mychol Robirds and Steven Lemma, to effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC (“Securus”).
2.03 The information contained in the final paragraph of Item 2.01 above is incorporated herein by reference.
f8k042514_excelcorp.htm
2014-04-118-K/A2014-04-101.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.f8k041014a1_excelcorporation.htm
2014-03-288-K2014-03-241.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 As described above under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, on March 24, 2014, the Company agreed to immediately issue to TransBlue 200,000 shares of the Company’s Common Stock and agreed to issue up to an additional 800,000 shares if certain conditions are met pursuant to the Agreement described above.
f8k032814_excelcorp.htm
2014-02-218-K2014-02-171.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.f8k021714_excelcorporation.htm
2014-02-148-K2014-02-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On February 10, 2014, David Popkin voluntarily resigned from his position as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Excel Corporation (the “Company”).f8k021014_excelcorporation.htm
2013-10-318-K2013-10-251.01 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 Officers1.01 Entry into a Material Definitive Agreement.
5.02 On October 25, 2013, Meyer “Marcus” Clapman voluntarily resigned from his position as a member of the board of directors of the Company.
f8k102513_excelcorporation.htm
2013-06-138-K2013-06-071.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.f8k060713_excel.htm
2013-06-128-K2013-06-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 6, 2013, Victor Azrak voluntarily resigned from his position as a member of the board of directors of the Company.f8k060613_excelcorporation.htm
2013-03-288-K/A2013-01-149.01 Financial Statements and Exhibits9.01 (b) Pro Forma Financial Information.f8k011413a1_excelcorp.htm
2013-01-188-K2013-01-142.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 On January 14, 2013, Excel Corporation (the “Company”) entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Excel Business Solutions, Inc., a Delaware corporation (“EBSI”), and ECB Acquisition Corp., our newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”).
3.02 The 33,532, 446 shares of our common stock issued to former holders of EBSI’s common stock in connection with the Merger were not registered under the Securities Act, in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act and Regulation D promulgated thereunder.
5.01 Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
5.02 Our officers resigned as of January 14, 2013, effective upon the closing of the Merger.
f8k011413_excelcorp.htm
2012-07-058-K2012-07-031.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets1.01 Entry into a Material Definitive Agreement.
2.01 The Company disposed of a material asset pursuant to the terms set forth in Item 1.01 above.
v317678_8k.htm
2012-01-278-K2012-01-261.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.01 The information pertaining to the acquisition of the Loan on January 23, 2012 in Item 1.01 of this report is incorporated herein by reference in its entirety in response to this Item 2.01.
3.02 The information pertaining to the sale of the Shares on January 23, 2012 in Item 1.01 of this report is incorporated herein by reference in its entirety in response to this Item 3.02.
v300510_8-k.htm