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): February 16,
2009
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MDWERKS,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(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
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1020
N.W. 6th
Street
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Deerfield
Beach, FL 33442
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(Address
of Principal Executive Offices)
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(954)
389-8300
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(Registrant’s
Telephone Number, Including Area
Code)
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(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):
□ 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
240.14-12)
□ 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 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.
(b) On
February 16, 2009, Howard B. Katz resigned as Chairman, Chief Executive Officer
and Director of MDwerks, Inc. (the “Company”), positions he has held since
November 16, 2005. The Company entered into a two-year Consultant
Agreement with Vandam Consulting Services, Inc. (“Vandam”) and Howard Katz to
assure itself of the future services of Mr. Katz. Mr. Katz will be
the principal contact person, but not an owner of Vandam and he will devote at
least fifty percent (50%) of his working time to the performance of certain
responsibilities, including presenting new accounts receivable financing and
purchasing, lease financing, factoring, joint venture, merger, acquisition and
special situation opportunities to the Company. Other
responsibilities will include maximizing revenue from current business
relationships, developing overseas opportunities, new employee searches and
assisting with the collection of existing funding
arrangements. Vandam will be paid a fee of twenty thousand dollars
($20,000) per month, plus expenses and group insurances and can earn bonuses and
Consultant Agreement term extensions by achieving certain performance
targets. All Incentive Compensation and Non-qualified Stock options
currently issued to Mr. Katz and to Mr. Katz and his wife as tenants in the
entireties have been deemed to be fully vested as of the date of resignation and
shall continue to be exercisable until the respective expiration
dates.
The
foregoing summary of Vandam Consultant Agreement is qualified by reference to
the full text of the form of the Consultant Agreement, attached as Exhibit 10.1,
which is incorporated herein in its entirety.
(c) On
February 19, 2009, the Board of Directors of the Company appointed David M.
Barnes, age 66, Chairman of the Board of Directors and Chief Executive Officer
of the Company. Mr. Barnes will continue to serve as President, a position he
has held since December 1, 2008. The terms of Mr. Barnes’ employment
agreement with the Company otherwise remain unchanged from the Form 8-K
disclosure and Exhibits filed with the SEC on December 22, 2008. Mr.
Barnes has served as a member of our Board of Directors since November 16,
2005. Mr. Barnes also served as a member of the Audit and
Compensation Committees since November 16, 2005, positions from which he
resigned as of December 1, 2008. Mr. Barnes 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 Industries, Inc.
(CDII:NASDAQ) and Searchhelp, Inc. (SHLP:OTCBB). There was no prior arrangement
or understanding between Mr. Barnes and any other person pursuant to which he
was selected as Chairman of the Board and Chief Executive Officer of the
Company. There are no family relationships between Mr. Barnes and any
other executive officer or director of the Company. There have been
no transactions since the beginning of the Company’s last fiscal year or
any currently proposed transaction, or series of similar transactions, to which
the Company was or is a party, in which the amount involved exceeds $120,000 and
in
which Mr. Barnes has or will have a direct or indirect material
interest.
Item
9.01 Financial Statements and Exhibits.
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 Consultant Agreement with Vandam Consulting Services, Inc. dated
February 16, 2009
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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:
February 20, 2009
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By:
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/s/ David
M. Barnes |
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David
M. Barnes |
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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 Consultant Agreement with Vandam Consulting Services, Inc. dated
February 16, 2009
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