Kal Energy Inc - Amended Current report filing (8-K/A)
17 Settembre 2008 - 7:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
September
4, 2008
KAL
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
333-97201
|
98-0360062
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
81
Clemenceau Ave. 04-15/16 UE Square Suite 23, Singapore
|
239917
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (65) 6830 8440
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))
EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K filed by KAL Energy, Inc.
with
the Securities and Exchange Commission on September 12, 2008 is being filed
to
(i) amend and restate the disclosures made in Item 1.01 to correct errors in
the
original disclosures, (ii) add certain disclosures under Item 7.01, (iii) amend
Exhibit 10.1 to correct errors in the originally filed exhibit and (iv) add
Exhibit 99.1 under Item 9.01.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 4, 2008, KAL Energy, Inc., a Delaware corporation (the “Company”),
entered into an Engagement Letter Agreement (the “Engagement Agreement”) with
Grayling Global, a corporate communications service provider (“Grayling”). Under
the Engagement Agreement, Grayling will provide to the Company investor and
media relations services (the “Services”). In consideration for the Services,
the Company will pay Grayling a fixed fee of ten thousand dollars ($10,000)
per
month, a one time fee of eighteen thousand dollars ($18,000) and additional
bonus compensation in an amount to be determined by the Company and Grayling
upon Grayling’s achievement of certain performance milestones to be agreed upon
by the Company and Grayling. The initial term of the Engagement Agreement
commenced on September 4, 2008 and will continue in effect for a period of
one
year.
The
foregoing description of the Engagement Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Engagement Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is
incorporated herein by reference.
See
the
disclosure under Item 5.02 of this Current Report on Form 8-K, which is
incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
On
September 9, 2008, the Company entered into a Compensation Agreement (the
“Compensation Agreement”) with William Bloking, the Company’s President and
Chairman of the board of directors, pursuant to which the Company will
compensate Mr. Bloking for his services to the Company at the rate of $300,000
per year, effective as of June 1, 2008 and continuing until such time as the
Company appoints a Chief Executive Officer. Effective upon the Company’s
appointment of a Chief Executive Officer, Mr. Bloking’s compensation will be
reduced to $84,000 per year, his prior rate of compensation.
The
foregoing description of the Compensation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Compensation Agreement, a copy of which is attached hereto as Exhibit 10.2
and
is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 9, 2008, the Company issued a press release announcing its retention
of Grayling, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth
under this Item 7.01, including Exhibit 99.1 referenced herein, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
Engagement
Letter Agreement, dated as of September 4, 2008, by and between
KAL
Energy, Inc. and Grayling
Global.
|
|
10.2
|
Compensation
Agreement, dated as of September 9, 2008, by and between KAL
Energy, Inc.
and William Bloking†
|
|
99.1
|
Press
release of KAL Energy, Inc. issued September 9, 2008 announcing
retention
of Grayling
Global.
|
|
†
|
Indicates
management contract or compensatory plan or
arrangement
|
S
IGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
KAL
ENERGY,
INC.
|
|
|
|
September
17,
2008
|
By:
|
/s/ Jorge
Nigaglioni
|
|
Jorge
Nigaglioni
|
|
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
10.1
|
Engagement
Letter Agreement, dated as of September 4, 2008, by and between
KAL
Energy, Inc. and Grayling
Global.
|
10.2
|
Compensation
Agreement, dated as of September 9, 2008, by and between KAL
Energy, Inc.
and William Bloking†
|
99.1
|
Press
release of KAL Energy, Inc. issued September 9, 2008 announcing
retention
of Grayling
Global.
|
|
†
|
Indicates
management contract or compensatory plan or
arrangement
|
Grafico Azioni KAL Energy (CE) (USOTC:KALG)
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Grafico Azioni KAL Energy (CE) (USOTC:KALG)
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