Unassociated Document
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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
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Number: 3235-0060
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Date
of
Report (Date of earliest event reported)
January
1, 2007
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51696
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20-1372858
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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5
HOUSTON CENTER
1401
McKINNEY STREET, SUITE 900
HOUSTON,
TX 77010-4035
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
THREE
RIVERWAY
SUITE
1050
HOUSTON,
TEXAS 77056
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b)) 4529895v.10
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| Item
1.01. |
Entry
into a Material Definitive
Agreement.
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Pearson
Employment Agreement
Trulite,
Inc. (the “Company”) and Kenneth E. Pearson (“Mr. Pearson”) entered into an
employment agreement (the “Pearson Employment Agreement”) on January 1, 2007.
Mr. Pearson is employed as the Company’s Chief Operating Officer. The initial
term of employment ends May 31, 2007, and if the Company elects not to
renew the Pearson Employment Agreement at the end of this initial term, the
Company is obligated to pay Mr. Pearson his salary for an additional 120 days
as
severance. The Pearson Employment Agreement provides for an annual base salary
of $155,000. The Pearson Employment Agreement includes confidentiality and
non-competition provisions.
Promissory
Notes
Effective
February 6, 2007, the Company executed two promissory notes, pursuant to which
the Company is obligated to repay a total of $600,000, together with accrued
interest (the “Notes”): $360,000 to Standard Renewable Energy Group, LLC
(“SREG”), attached to this Form 8-K as Exhibit 10.58, and $240,000 to Contango
Venture Capital Corporation, LLC (“CVCC”), attached to this Form 8-K as Exhibit
10.59. The notes carry an interest rate of 11.25% through August 5, 2007, after
which date they will carry an interest rate equal to the prime rate plus
3%.
SREG
owns
NewPoint Energy Solutions, LP (“NewPoint”), the beneficial owner of 45.2% of the
Company’s common stock.
CVCC
is
the beneficial owner of 16.1% of the Company’s common stock.
| Item
2.03. |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a
Registrant. |
Effective
February 6, 2007, the Company executed two promissory notes promising the
repayment of a total of $600,000, together with accrued interest, as described
in Item 1.01.
| Item
4.01 |
Changes in Registrant’s Certifying
Accountant. |
The
Company engaged UHY LLP on February 22, 2007, as the Company’s independent
registered public accountant for the Company’s fiscal year ending December 31,
2006. UHY LLP is a legal entity that is separate from UHY Mann Frankfort Stein
& Lipp CPAs, LLP, the Company’s former independent registered public
accountant. The partners of UHY Mann Frankfort Stein & Lipp CPAs, LLP joined
UHY LLP, a New York limited liability partnership. UHY LLP is the independent
registered public accounting firm with which UHY Mann Frankfort Stein & Lipp
CPAs, LLP has an affiliation.
The
decision to engage UHY LLP upon the resignation of UHY Mann Frankfort Stein
& Lipp CPAs, LLP was approved by the Company’s Board of
Directors.
As
stated
above, on February 22, 2007, the Company engaged UHY LLP as the Company’s
independent registered public accountant for the Company’s fiscal year ending
December 31, 2006. During the Company’s last two fiscal years and any subsequent
interim period, the Company has not consulted with UHY LLP regarding the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, nor did UHY LLP provide advice to the Company,
either written or oral, that was an important factor considered by the Company
in reaching a decision as to the accounting, auditing, or financial reporting
issue. Further, during the Company’s last two fiscal years and subsequent
interim period, the Company has not consulted with UHY LLP on any matter that
was the subject of a disagreement or a reportable event.
| Item
5.02. |
Departure of Directors or
Principal
Officers; Election of Directors; Appointment of Principal
Officers. |
(c) Pearson
Appointment
Kenneth
E. Pearson was named Chief Operating Officer of the Company effective
January 1, 2007.
From
November 2005 until January 2007, Mr. Pearson was an independent consultant.
From 2001 until 2005, he was the Chief Operating Officer of Jadoo Power Systems
Inc., where he launched the company and its products. Jadoo’s primary product
lines are portable fuel cell power, metal hydride storage and refilling
products. During his tenure, he created and managed Jadoo’s infrastructure,
product development team and strategy, intellectual property strategy, supply
chain relationships and a state of the art fuel cell development and
manufacturing facility. Over the past 28 years Mr. Pearson has developed a
track
record in the management of technology companies in a broad range of industries
from fuel cells, medical devices, electronics and aerospace. Mr. Pearson
holds a BSME degree and has over four additional years of formal management
training. He also is certified in operations by
the Association for Operations Management. Mr. Pearson held
a position on Jadoo Power Systems Board of Directors for three years and was
elected to the National Hydrogen Associations Board of Directors in
2004.
See
Item
1.01 for a description of the Pearson Employment Agreement.
| Item
9.01. |
Financial Statements and
Exhibits. |
Exhibits
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10.58
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Promissory
Note dated February 6, 2007, made by Trulite in favor of Standard
Renewable Energy, L.P.
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10.59
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Promissory
Note dated February 6, 2007, made by Trulite in favor of Contango
Venture
Capital Corporation, LLC.
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SIGNATURES
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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TRULITE,
INC.
(Registrant)
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| Dated:
February 26, 2007 |
By: |
/s/ Jonathan
Godshall |
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Name:
Jonathan Godshall
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Title:
President and Chief Executive Officer |