UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 22, 2008
MDWERKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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333-118155
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33-1095411
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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Windolph
Center, Suite I
1020 N.W.
6th
Street
Deerfield
Beach, FL 33442
(Address
of Principal Executive Offices)
(954)
389-8300
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 240.14-12)
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 13-e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) On
December 22, 2008, Howard B. Katz, Chief Executive Officer of MDwerks, Inc. (the
“Company”), announced that effective December 1, 2008, David M. Barnes entered
into an employment agreement as President of the Company. Under the terms of the
employment agreement that extends for a term expiring on December 31, 2010, Mr.
Barnes has agreed to devote substantially all of his time, attention and
ability, to the business of the Company. The employment agreement provides that
Mr. Barnes will receive a base salary for such services during the balance of
2008 and all of 2009 at an annual rate of Two Hundred and Ten Thousand Dollars
($210,000) and at an annual rate of Two Hundred and Thirty-One Thousand Dollars
($231,000) for calendar 2010. Mr. Barnes was also
granted the right to extend the term of his employment agreement for up to two
(2) years at any time up to December 31, 2010 with ten (10%) percent increases
in annual base salary. In addition, Mr. Barnes may be entitled to receive, at
the sole discretion of our Board of Directors, cash bonuses based on the
executive meeting and exceeding performance goals of the Company. The cash
bonuses may range up to 100% of the executive's annual base salary. Mr. Barnes
is entitled to participate in our 2005 Incentive Compensation Plan and receive
other company-paid employee benefits. We have also agreed to pay or reimburse
Mr. Barnes up to a specified monthly amount for the business use of his personal
car and cell phone and for reimbursement of relocation expenses to South
Florida.
Mr.
Barnes has served as a member of our Board of Directors, Audit Committee and
Compensation Committee of the Company since November 16, 2005. Mr.
Barnes will continue to serve as a member of the Board of Directors, but has
resigned his memberships in the Audit and Compensation
Committees. Mr. Barnes has also served as Chief Financial Officer of
Neah Power Systems, Inc., (NPWS:OTCBB), from April, 2006 through August 2008,
and was Chief Financial Officer of Cyber Defense Systems, Inc., (CYDF:OTCBB),
from August, 2005, through November, 2007. In addition, Mr. Barnes was a
Director, Executive Vice President and Chief Financial Officer of American
United Global, Inc., now Solar Thin Films, Inc. (SLTN:OTCBB), from April, 1996,
through July, 2006. Mr. Barnes is also a member of the Board of Directors, Audit
Committee and Compensation Committee of China Direct, Inc. (CDS:NASDAQ),
Searchhelp, Inc. (SHLP:OTCBB), and Thinkpath, Inc. (THPHF:OTCBB).
Mr. Katz
served as President of the Company since October 10, 2008, when he was appointed
by the Board of Directors of the Company to also serve as President, a position
that had been vacant since June 20, 2008. Mr. Katz has been Chief
Executive Officer of the Company since November 16, 2005.
The
foregoing summary of Mr. Barnes’ employment agreement is qualified by reference
to the full text of the form of the employment agreement, attached as Exhibit
10.1, which is incorporated herein in its entirety.
Item
9.01 Financial
Statements and Exhibits.
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Exhibits |
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The
following exhibit is filed as part of this report:
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Exhibit
No.
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Description
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10.1
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Form
of Employment Agreement of David M. Barnes dated December 1,
2008
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MDWERKS,
INC.
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Dated:
December 24, 2008
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By:
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/s/ Howard
B. Katz |
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Howard
B. Katz |
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Chief
Executive Officer |
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Exhibit Index
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Exhibit
No.
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Description
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10.1
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Form
of Employment Agreement of David M. Barnes dated December 1,
2008
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