Omega United Inc - Current report filing (8-K)
31 Luglio 2008 - 8:31PM
Edgar (US Regulatory)
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 (Date of earliest event reported):
July 25, 2008
Omega United, Inc.
n/k/a SkyPostal Networks, Inc.
(Exact name of registrant as specified in Charter)
Nevada
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000-52137
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27-0005846
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(State or other jurisdiction
of incorporation or
organization)
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(Commission File No.)
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(IRS Employee
Identification No.)
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7805 NW 15th Street
Miami, FL 33126
(Address of Principal Executive Offices)
(305) 599-1812
(Issuer Telephone Number)
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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Effective July 25, 2008 Albert
P. Hernandez, A.J. Hernandez, Christian J. Weber, Mathijs van Houweninge, S. David Fineman, Florian
M. Schuhbauer and Jose Misrahi
were elected directors.
Albert
P. Hernandez Chairman and Chief Executive Officer
Mr. Hernandez was
born in Havana, Cuba and emigrated to the US at age eight. He has over 40 years
experience in mail and messenger delivery services, having been involved in
over 60 messenger, courier and delivery company acquisitions. He was a pioneer
in developing the private courier and mail delivery business in Latin America,
having opened his first operation in Venezuela in 1972. From 1965 to 1978 Mr. Hernandez
held various executive positions at Choice Delivery Systems/Choice Logistics, a
US-based local messenger service operating in 40 states. Between 1978 and 1984
he started and ran Choice Air Courier, specializing in courier delivery in
Latin America. In 1985 he became President of Sky Courier International
and in 1986 became Chief Operating Officer of Sky Courier Network, with 650
employees, which was sold to Airborne Express in 1988. In 1988 he started
SkyNet Worldwide Express, which he sold to Lanlogistics, a division of Lan
Chile Airlines in 2001. He founded SkyPostal in 2002 in partnership with
Lanlogistics. In 2004, along with Holston Investments, he purchased SkyPostal
from Lanlogistcs. He has a B.B.A. degree in Accounting (1972) and an M.B.A.
degree in Marketing (1975) from Iona College, New Rochelle, NY.
A.J.
Hernandez Chief Operating Officer and Director
Mr. Hernandez has
been employed by SkyPostal since 2001 and is responsible for all international
operations. He has negotiated all service provider agreements in the LAC
region. Between 1993 and 2001 he developed SkyBox Services, Inc. in Latin
America, a company providing a US address facility to enable upscale Latin
American residents to receive mail, catalogues and Internet purchases via a
mail warehouse facility in Miami, Florida. He sold SkyBox to LanLogistics, a
division of Lan Chile Airlines in 2001. He was a co-founder of SkyPostal in
partnership with Lan. Along with Albert P. Hernandez, his father, he
co-purchased SkyPostal from Lan in 2004. In 1992-1993 he played
professional baseball for the California Angels. He has a B.B.A. degree in
Marketing from the University of North Florida (1992), and an M.B.A. degree in
International Business from Florida International University (1998).
Christian
J. Weber Director Europe
Sales and Service
Mr. Weber, based in
London, has been responsible for all of Sales and Service in Europe for
SkyPostal since 2002. From 1981 to 2002 he was Managing Director of SkyNet
Worldwide Express and SkyMail UK, Ltd. developing it into an £18 million
company; which was sold to Lan Chile in 2002. During his tenure, he led the UK
team that developed SkyCom, the first independently owned worldwide courier
track and trace platform that was leased on a usage fee basis to international
courier companies forming the SkyNet network. From 1978 to 1985 he was
co-founder and President of Sky Courier International, Inc Reston, Virginia
which INC Magazine named as one of the 500 fastest growing small companies in
the US for 2 consecutive years. He was founder and first President of ACCA
International, the USAs first international express and mail industry
association. He was also cofounder and director of AEEC, the Brussels
based European mail and express industry association. From 1971 to
1978 he was Director, International Logistics for Columbia Pictures and
Inflight Services. Mr. Weber has held non executive board seats in the
logistics industry in companies based in South Africa, Hong Kong, Australia,
UK, Italy and France.
Mathijs
van Houweninge Director
Mr. van Houweninge
has been the Managing Partner of Falcon Capital since 2007 and since 2005 an
active investor in Falcon. Falcon assisted the Company in its recently
completed $10 million private placement to
2
European investors. In
1990 he started ICT a software company while attending university in Utrecht,
The Netherlands. The company specialized in consultancy and software
development for the financial industry. In 2000 he sold the company to Ordina,
a major software firm but continued to run the company until 2003. Since
2003, he has been active in evaluating business proposals of start-ups and
early growth firms and has acted as a consultant to early stage companies since
2004. He is current Member of the board of Cyber City, USA and a member of the
Advisory Board Private Equity for Triodos, The Netherlands.
S.
David Fineman Director
Mr. Fineman, as
senior partner of the law firm Fineman, Krekstein & Harris in
Philadelphia for the last 10 years, has represented a wide diversity of
clients, including governmental authorities and private clients dealing with
government. In 1995 he was appointed by President Bill Clinton and confirmed by
the US Senate as one of nine Governors of the U.S. Postal Service as well as
served as Chairman of the Board of Governors from 2001 to 2004. From 1999 to
2003 he was also on the Board of Directors of MDI, Inc. (which merged with
Scientific Games in May, 2003.)
From 1994 to 1998, Mr. Fineman
was a member of the Industry Policy Advisory Committee, a CEO-level committee
that advises the Secretary of Commerce and U.S. Trade Representative on
international trade, and has served on the boards of a number of private
companies and non-profit entities. He has also been selected for Whos Who in
American Law, Whos Who in Emerging Leaders in America, and in 2006 was
named a Pennsylvania Super Lawyer for his expertise in Business Litigation.
In 1991 he was selected by the Court of Common Pleas of Philadelphia County to
Serve as Judge Pro Tempore. From 1889 to 1991 he was a Member of the
Philadelphia City Planning Commission. From 1972 to 1981 he was a lecturer of
Business Law at Temple University. Mr. Fineman holds a B.A. from The
American University (1967) and a J.D. with honors from George Washington
University (1970).
Florian
M. Schuhbauer Director
Florian M. Schuhbauer
holds a Diplom-Betriebswirt degree (German MBA equivalent) in Business
Administration from the Frankfurt School of Finance and Management (the leading
German Business School for Finance and Management). In addition, he holds the
German professional degree of Bankkaufmann (Banker certified by the Hannover
Chamber of Industry and Commerce). From 1994-1999 he worked in risk management,
managing a 7.5bn limit for derivatives, and in Equity Research for Dresdner
Bank/Dresdner Kleinwort Benson. He was part of the top rated Equity Research
team for European Retailers and covered companies like Metro, Arcandor
(Karstadt) and Douglas. In 1999 Mr. Schuhbauer co-founded Newtron AG, a
supplier relationship management software company where he was the Finance/IR
Director. He managed several M&A transactions and three financing
rounds. In 2000 Florian also co-founded EVP Euro Venture GmbH, a Venture
Capital Boutique. In 2002 he joined Deutsche Post AG in Corporate Development
and led the development of Deutsche Posts international mail strategy.
In 2004 he became the Global Head of Strategic Business Development and M&A
International Mail and was also appointed CFO and Executive Vice President of
DHL Global Mail in the US. He assumed global responsibility for strategy
development and execution as well as for all M&A transactions and
integrations. In 2006 he founded NG Outsourcing, Inc. a consulting and
investment boutique and joined General Capital Group. He became a partner of
General Capital Group in 2008.
Jose
Misrahi Director
Since 2006, Mr. Misrahi
has been the Chief Financial Officer of Facey Commodity Company Limited, a
multi-national company operating in 29 countries. He has over 27 years of
extensive financial experience with start-up, international and multi-location
companies encompassing a broad range of businesses. His background includes
structured financings, financial negotiations and banking relationships,
mergers and acquisitions, real estate and cash flow management. He has
expertise in complex international tax structuring, ad compliance, financial
reporting, IT administration, budgeting and planning, cost reduction programs
and human resource management. From 2003 to 2006, Mr. Misrahi was Managing
Director of Vaupen Financial Advisors, a boutique Investment Bank. From 1992 to
2002, he served as Vice President, Finance for the Cisneros group of companies,
a $3 billion multinational group with extensive media and
3
communications holdings.
While at Cisneros, he led the negotiations of the $550 million acquisition of
Univision, the largest Spanish language television and station network in the
US. From 1985 to 1991, Misrahi served as Assistant Controller and head of SEC
reporting for NVF Company and Subsidiaries. The Group generated over $1 billion
in revenues and consisted of three public companies and over 50 subsidiaries.
From 1981 to1985 Mr. Misrahi was an auditor with Touché Ross &
Co. in Miami, which is now part of Deloitte & Touché. Mr. Misrahi
holds a BS degree in Accounting from the University of Miami (1980) and
obtained his CPA from the State of Florida in 1982.
5.02(e) Equity Compensation Plan
Also effective July 25,
2008, the company adopted a stock-based long-term incentive compensation plan,
the 2008 Omnibus Equity Compensation Plan.
The plan is attached hereto as
Exhibit 3.1.
4
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Effective July 25, 2008, Omega United, Inc. amended and
restated its Articles of Incorporation to:
·
Change its name to SkyPostal Networks, Inc.
·
Divide its directors into three classes
and provide that directors will hold office on a staggered annual basis.
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Require a vote of at least two-thirds of
the issued and outstanding shares of stock entitled to vote in order to amend
in the future Articles III, IV and V of its Articles of Incorporation.
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Provide for the Board of Directors to
adopt, amend or repeal its bylaws.
The Amended and Restated
Articles of Incorporation are attached hereto as
Exhibit 3.2
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Item 9.01 (d) Exhibits:
EXHIBIT INDEX
Exhibit No.
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Exhibit Description
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3.1
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Omnibus Equity
Compensation Plan.
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3.2
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Amended and Restated
Articles of Incorporation..
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SIGNATURES
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.
Omega United, Inc.
(Registrant)
By:
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/s/ Albert P. Hernandez
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Albert P. Hernandez
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Chief Executive Officer
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Date: July 31, 2008
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