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Sollensys Corp Form 8-K: Current report

Sollensys Corp Form 8-K: Current report

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

  • 2023-01-09: Form 8-K; Period of report 2022-11-03; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2022-10-19: Form 8-K; Period of report 2022-10-13; Description 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; Details 1.01.
  • 2022-08-26: Form 8-K; Period of report 2022-08-22; Description 1.01 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 Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
  • 2022-06-14: Form 8-K/A; Period of report 2022-04-07; Description 1.01 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 Disclosure; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-01-098-K2022-11-031.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 The sale of the Property closed on January 4, 2023.
sollensyscorp_8k.htm
2022-10-198-K2022-10-131.01 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 regarding the Note contained in Item 1.01 is hereby incorporated by reference in this Item 2.03.
sollensyscorp_8k.htm
2022-08-268-K2022-08-221.01 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 Registrant; 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.
1.02 On August 26, 2022, the following agreements were terminated, except as set forth in the Rescission Agreement: (i) the Rothwell Employment Agreement, (ii) the Harmon Employment Agreement, (iii) the Blockchain Archive Server Agreement, (iv) the Rothwell Note, (v) the Banking Agreement, and (vi) the Real Estate Purchase Agreement.
2.03 The information regarding the Note contained in Item 1.01 is hereby incorporated by reference in this Item 2.03.
5.02 Pursuant to the terms of the Rescission Agreement, effective August 22, 2022, Ms. Rothwell resigned as a member of Sollensys’ board of Directors.
sollensyscorp_8k.htm
2022-06-148-K/A2022-04-071.01 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 Material Definitive Agreement.
2.01 The information set forth under Item 1.01 hereof is incorporated by reference into this Item 2.01.
2.03 The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 2.03.
3.02 The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 3.02.
5.02 On April 7, 2022, Terry Rothwell was appointed to serve as a director of Sollensys, satisfying a closing condition of the AR Merger Agreement.
7.01 On April 13, 2022, the Company issued a Press Release announcing the acquisition of a 5,044 sq. ft. data center facility in Little Rock, Arkansas.
sollensys_8ka.htm
2022-06-028-K2022-05-278.01 Other Events8.01 As previously disclosed in the Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission on April 13, 2022 by Sollensys Corp (the “Company”), on April 7, 2022, the Celerit Merger (as such term is defined in the Prior 8-K) closed.sollensys_8k.htm
2022-04-138-K2022-04-071.01 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; 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 Material Definitive Agreement.
2.03 The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 2.03.
3.02 The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 3.02.
5.02 On April 7, 2022, Terry Rothwell was appointed to serve as a director of Sollensys, satisfying a closing condition of the AR Merger Agreement.
7.01 On April 13, 2022, the Company issued a Press Release announcing the acquisition of a 5,044 sq. ft. data center facility in Little Rock, Arkansas.
sollensyscorp_8k.htm
2022-04-058-K2022-03-311.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into Material Definitive Agreement.
7.01 On April 5, 2022, the Company issued a press release announcing extension of the merger closing deadline and agreement in principle to certain amendments to the Merger Agreement, as amended.
sollensyscorp_8k.htm
2022-03-298-K2022-03-297.01 Regulation FD Disclosure7.01 On March 29, 2022, Sollensys Corp (the “Company”) issued a press release announcing entry into an agreement with Smart City Capital.sollensyscorp_8k.htm
2022-03-098-K2022-03-098.01 Other Events8.01 On March 9, 2022, Sollensys Corp (“Sollensys”) issued a press release announcing that OTC Markets has approved Sollensys’ application for uplisting from OTC Pink to OTCQB Venture Market (OTCQB).sollensyscorp_8k.htm
2022-02-098-K/A2021-12-062.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure2.01 As previously disclosed in the October 8-K and the December 8-K, on October 15, 2021, the Company entered into that certain Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media; (iii) the Abstract Media Members; and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”).
7.01 On February 8, 2022, the Company issued a press release announcing that the Company had acquired Abstract Media.
sollensyscorp_8ka.htm
2022-02-038-K2022-01-281.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.sollensyscorp_8k.htm
2021-12-108-K2021-12-068.01 Other Events8.01 As previously disclosed in the Current Report on Form 8-K (the “October 8-K”) filed with the Securities and Exchange Commission on October 19, 2021 by Sollensys Corp (the “Company”), on October 15, 2021, the Company entered into that certain Membership Interest Exchange Agreement (the “Agreement”), dated as of October 15, 2021, by and among (i) the Company; (ii) Abstract Media, LLC (“Abstract Media”), (iii) each of the members of Abstract Media (collectively, the “Abstract Media Members”); and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”).sols_8k.htm
2021-12-078-K2021-12-024.01 Changes in Registrant's Certifying Accountant4.01 On December 2, 2021, the Board of Directors of Sollensys Corp (the “Company”) terminated the engagement of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered accounting firm.sols_8k.htm
2021-10-298-K2021-10-261.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On October 29, 2021, the Company issued a press release announcing the Company’s entry into the Merger Agreement.
sols_8k.htm
2021-10-198-K2021-10-151.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On October 19, 2021, the Company issued a press release announcing that the Company had acquired Abstract Media.
sols_8k.htm
2021-06-148-K2021-06-088.01 Other Events8.01 As previously disclosed in the Current Report on Form 8-K filed by Sollensys Corp (the “Company”) on April 28, 2021, on April 2, 2021, the Company entered into that certain Commercial Contract (the “Purchase Contract”) by and between the Company and MRIGlobal Corporation (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company (the “Purchase”), certain real estate located in Palm Bay, Florida to be used as the Company’s headquarters (the “Property”) for a purchase price of $2,500,000.sols_8k.htm
2021-04-288-K2021-04-021.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On April 28, 2021, the Company issued a press release announcing that the Company had entered into an agreement to purchase the Property to be used as the Company’s headquarters.
sols_8k.htm
2021-04-208-K2021-04-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Election of Directors.sols_8k.htm
2021-04-128-K2021-04-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 7, 2021, Stamatios Hadoulias resigned as a member of the Board of Directors of Sollensys Corp (the “Company”), effectively immediately.sols_8k.htm
2021-04-018-K2021-04-017.01 Regulation FD Disclosure7.01 On April 1, 2021, Sollensys Corp (the “Company”) issued a press release discussing the results of the transition period ended December 31, 2020.sols_8k.htm
2021-01-058-K2020-12-295.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On December 29, 2020, the Board of Directors of Sollensys Corp. (the “Company”) approved the change in the Company’s fiscal year end from March 31 to December 31.sols_8k.htm
2020-12-298-K2020-12-298.01 Other Events8.01 On December 29, 2020, Sollensys Corp. (the “Company”) announced the launch of the Regional Service Center, the Company’s second product offering.sol_8k.htm
2020-12-118-K2020-12-118.01 Other Events8.01 On December 7, 2020, Sollensys Corp. (the “Company”) announced the acquisition of Login Custom Software, LLC, a technology, consulting, engineering and custom software development company.sols_8k.htm
2020-11-308-K2020-11-251.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 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 Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status1.01 The disclosure set forth below under Item 2.01 (Completion of Acquisition of Disposition of Assets) is incorporated by reference into this Item 1.01.
2.01 On November 30, 2020, Sollensys Corp., a Nevada corporation (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle Lake”), (ii) each of the shareholders of Eagle Lake (the “Eagle Lake Shareholders”) and (iii) Donald Beavers as the representative of the Eagle Lake Shareholders (the “Shareholders’ Representative”).
3.02 On November 30, 2020 the Company consummated the Share Exchange, whereby 95,142,857 shares of the Company’s Common Stock were issued to the Eagle Lake Shareholders.
4.01 On October 20, 2020, the Board of Directors of Sollensys Corp. (the “Company”) terminated the engagement of BF Borgers CPA PC (“Borgers”) as the Company’s independent registered accounting firm.
5.01 Prior to the Closing of the Share Exchange, Eagle Lake owned 11,400,000,000 shares of the Company’s Common Stock, representing 95.8% of the voting power of the Company.
5.02 On November 25, 2020, Anthony Nolte was elected as a Director of the Company.
5.03 On October 13, 2020, Eagle Lake, the owner of 100% of the issued and outstanding shares of Series A Preferred Stock (“Series A Stock”) of the Company converted its 19,000,000 shares of Series A Stock into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), resulting in the issuance to Eagle Lake of 11,400,000,000 shares of Common Stock and resulting in Eagle Lake holding approximately 95.8% of the Company’s issued and outstanding Common Stock.
5.06 As a result of the Closing of the Share Exchange as described in Items 1.01 and 2.01, which description is incorporated by reference in this Item 5.06 of this Current Report on Form 8-K, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.
sols_8k.htm
2020-11-028-K2020-11-028.01 Other Events8.01 The previously disclosed 1-for-120 reverse stock split (the “Reverse Split”) of the issued and outstanding common stock, par value $0.001 per share, of Sollensys Corp. (the “Company”) became effective on November 2, 2020.sols_8k.htm
2020-10-228-K2020-08-201.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.sols_8k.htm
2020-10-218-K2020-10-204.01 Changes in Registrant's Certifying Accountant4.01 On October 20, 2020, the Board of Directors of Sollensys Corp. (the “Company”) terminated the engagement of BF Borgers CPA PC (“Borgers”) as the Company’s independent registered accounting firm.sols_8k.htm
2020-10-198-K2020-10-133.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 To the extent required by Item 3.03 of Form 8-K, the information regarding the amendments to the Articles of Incorporation and the Company’s Series A Preferred Stock as contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
5.03 On October 13, 2020, Eagle Lake Laboratories, Inc. (“Eagle Lake”), the owner of 100% of the issued and outstanding shares of Series A Preferred Stock (“Series A Stock”) of Sollensys Corp. (the “Company”) converted its 19,000,000 shares of Series A Stock into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), resulting in the issuance to Eagle Lake of 11,400,000,000 shares of Common Stock and resulting in Eagle Lake now holding approximately 95.8% of the Company’s issued and outstanding Common Stock.
5.07 On October 14, 2020, Eagle Lake, holding 11,400,000,000 shares of Common Stock, representing 95.8% of the voting power of the Company, acting by written consent, approved the Corporate Actions and the Amendment.
sols_8k.htm
2020-10-138-K/A2020-10-069.01 Financial Statements and Exhibitssols_8k.htm
2020-10-138-K2020-10-063.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 To the extent required by Item 3.03 of Form 8-K, the information regarding the amendments to the Articles of Incorporation and the Company’s Series A Preferred Stock as contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
5.03 As reported in the Form 8-K filed by Sollensys Corp. (the “Company”) on August 14, 2020, on August 12, 2020 the Company filed with the Secretary of State of Nevada a Certificate of Change to its Articles of Incorporation (the “Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (“Common Stock”).
5.07 On October 6, 2020, Eagle Lake, as the holder of 19,000,000 shares of Series A Stock, representing 65.4% of the voting power of the Company, acting by written consent, approved the Certificate of Correction, the Authorized Shares Increase and the Authorized Shares Amendment.
sols_8k.htm
2020-09-158-K2020-09-157.01 Regulation FD Disclosure7.01 On September 15, 2020, Sollensys Corp. issued a press release announcing its win at TV Worldwide’s innovation Shark Fest.sols_8k.htm
2020-08-148-K2020-08-123.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 Material Modification to Rights of Security Holders.
5.03 On August 12, 2020, Sollensys Corp. (the “Company”) filed with the Secretary of State of Nevada a Certificate of Change to its Articles of Incorporation (the “Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (“Common Stock”).
5.07 Submission of Matters to a Vote of Security Holders.
sols_8k.htm
2020-08-128-K2020-08-118.01 Other Events8.01 On August 11, 2020, Sollensys Corp. (the “Company”) issued a press release announcing the closing of the Stock Purchase Agreement and the appointment of Donald Beavers as the Company’s Chief Executive Officer, as disclosed in the Company’s Current Report on Form 8-K filed on August 11, 2020.sols_8k.htm
2020-08-118-K2020-08-055.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.01 Effective August 5, 2020, David Lazar, the interim Chief Executive Officer, President, Secretary, Treasurer, and sole director of Sollensys Corp. (the “Company”), and the beneficial owner, through his ownership of Custodian Ventures, LLC, a Wyoming limited liability company (“Custodian Ventures”), of 19,000,000 shares of Series A Preferred Stock, representing 100% of the Company’s issued and outstanding shares of preferred stock, entered into a Stock Purchase Agreement by and among Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle”); (ii) the Company; and (iii) Custodian Ventures.
5.02 The information set forth under Item 5.01 above is incorporated herein by reference.
5.03 On August 5, 2020, the Board of Directors of the Company (constituted solely by Mr. Lazar at the time) approved and adopted an amendment and restatement of the Company’s bylaws, which amended and restated the Company’s bylaws in their entirety.
sols_8k.htm
2014-07-298-K2014-07-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 24, 2014, Albert Sigurdsson was appointed by the Board of Directors (the 'Board') of Sollensys Corp. (the 'Company') as a member of the board of directors of the Company.solsform8knewdoappoinment3.htm
2014-04-038-K2014-03-311.02 Termination of a Material Definitive Agreement1.02 On February 14, 2013, Sollensys Corp. (the “Company”) executed a share acquisition agreement (the "Share Acquisition Agreement") for acquisition of approximately 95% of the outstanding common shares of Sollensys Corporation, a South Korean corporation ("Sollensys Korea").sollensys8k033114.htm
2013-12-318-K2013-12-308.01 Other Events8.01 By filing this current report on Form 8-K, Sollensys Corp. (the 'Company') reports that it is continuing efforts to re-start the operations of its Korean production subsidiary.sollensys8k123013.htm
2013-10-248-K/A2013-10-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 21, 2013, Mr. Seong Mo Jeong was appointed by the Board of Directors (the 'Board') of Sollensys Corp. (the 'Company') to the positions of Director, and Secretary & Treasurer of the Company.sols8ka102113.htm
2013-10-228-K2013-10-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 21, 2013, Mr. Seong Mo Jeong was appointed by the Board of Directors (the 'Board') of Sollensys Corp. (the 'Company') to the positions of Director, and Secretary & Treasurer of the Company.sols8k102113.htm
2013-06-248-K2013-06-214.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events4.01 On May 24, 2013, the Company’s independent public accountants EFP Rotenberg LLP (“EFP”) resigned effective as of May 24, 2013.
5.02 On June 21, 2013, Rowland W. Day resigned as a director and as our President, Chief Financial Officer and Secretary.
sols_8k.htm
2013-04-228-K/A2013-02-209.01 Financial Statements and Exhibitssols_8k.htm
2013-02-208-K2013-02-201.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Officers1.01 On February 14, 2013, Sollensys Corp. (the “Company”) completed its acquisition of approximately 95% of the outstanding common shares of Sollensys Corporation, a South Korean corporation.
2.01 Pursuant to the Share Acquisition Agreement, we purchased from various shareholders of Sollensys Corporation common stock equal to approximately 95% of the issued and outstanding common shares of Sollensys Corporation by issuing to the selling shareholders of Sollensys Corporation approximately 200,000,000 common shares.
3.02 In connection with the Share Acquisition Agreement, we issued approximately 200,000,000 shares of common stock to those shareholders of Sollensys Corporation that sold their common shares to us.
5.02 Effective February 14, 2013, the board of directors appointed Mr. Frank Woo to fill a vacancy on the board of directors.
sols_8k.htm
2012-10-028-K2012-09-301.01 Entry into a Material Definitive Agreement1.01 On September 30, 2012 a Share Acquisition Agreement (“Agreement”) was entered into for the acquisition of all of the outstanding shares of Sollensys Corporation, a South Korean Corporation (“Sollensys Korea”) by the Registrant.sysc_8k.htm
2012-10-018-K/A2012-09-174.01 Changes in Registrant's Certifying Accountant4.01 On September 10, 2012, the Board of Directors of Sollensys Corp. (“Company”) approved the dismissal of its independent public accountants Li & Company, PC (“LICO”).sysc_8k.htm
2012-09-188-K2012-09-174.01 Changes in Registrant's Certifying Accountant4.01 On September 10, 2012, the Board of Directors of the Company approved the decision to dismiss its independent public accountants Li & Company, PC (“LICO”).sysc_8k.htm
2012-07-248-K2012-07-201.01 Entry into a Material Definitive Agreement; 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 Officers; 8.01 Other Events1.01 On July 18, 2012, a Common Stock Purchase Agreement between Health Directory, Inc. and Humaira Haider (“Seller”) and Middle East Ventures FZE (“Purchaser”), was entered into for the sale and purchase by Middle East Ventures FZE of Three Million (3,000,000) shares of Common Stock, par value $0.001, of Health Directory, Inc. (“Registrant”), representing approximately 79.8% of the Registrant’s issued and outstanding common shares.
5.01 The information required by this Item 5.01 is incorporated herein by reference to Item 1.01, Entry into a Material Definitive Agreement and Item 5.02, Departure of Directors or Certain Officers; Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
5.02 Effective July 20, 2012, the board of directors appointed Rowland W. Day to fill a vacancy on the board of directors.
8.01 Effective July 20, 2012, the temporary executive office is located at 1 Hampshire Court, Newport Beach, CA 92660.
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