Amended Current Report Filing (8-k/a)
January 14 2019 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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January
8, 2019 (December 31, 2018)
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HighCom
Global Security, Inc.
(Exact
name of registrant as specified in its charter)
Colorado
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000-53756
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84-1506325
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2901
East 4
th
Avenue, Unit J, Columbus, OH
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43219
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(727)
592-9400
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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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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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
Effective
January 1, 2019, the Corporation entered into a Consulting and Services Agreement with 2428555 Ontario Inc., a Canadian entity,
which is affiliated with the Company’s principal stockholder. Consultant will provide consulting advisory services, personnel,
including James Black (see Item 5.02 below) on an as needed basis. Compensation to be paid to the Consultant over a period of
two years will be $350,000.The parties may mutually agree that a portion of the compensation may be paid in cash or in the form
of securities of the Corporation. The Consulting Agreement has a term of two years and is filed as Exhibit 10.1 to this Form 8K.
Item
5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers.
Effective
December 31, 2018, the following changes were made to executive officers and directors of the Corporation:
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Daniel
Colson became Chairman of the Board and Chief Executive Officer.
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Francis
Michaud agreed to resign as Chief Executive Officer and agreed to remain as Chief Financial Officer through January 31, 2019,
Secretary and a director of the Corporation.
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Andrew
Blott resigned from the Board for personal reasons.
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Michael
Bundy, who currently serves as President and Chief Operating Officer of the Company’s subsidiary, namely, HighCom Armor
Solutions, Inc., was appointed as a director of the Corporation.
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●
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James
Black was appointed Vice President of Finance and a director of the Corporation.
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Roger
Steedman was appointed Treasurer of the Corporation.
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Timothy
J. Foley was appointed a director of the Corporation.
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Accordingly,
the following is a list of the Company’s current officers and directors:
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Daniel
Colson
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Chairman
of the Board, Chief Executive Officer
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Francis
Michaud
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Vice
Chairman of the Board of Directors,
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Chief
Financial Officer, Secretary and a director
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James
Black
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Vice
President of Finance and a director
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Roger
Steedman
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Treasurer
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Michael
Bundy
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President
and Chief Operating Officer of HighCom Armor and a director
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Curt
Cronin
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Director
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Timothy
J. Foley
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Director
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The
following is the biographical information of the Company’s new executive officers and directors (noting that Francis Michaud’s,
Curt Cronin’s and Michael Bundy’s information is contained and can be found in the Annual Report filed with the Commission
for the year ended December 31, 2017).
Daniel
Colson
is a lawyer by training who for more than twenty years was a partner of a major international law firm. Both as a lawyer
and subsequently as a corporate executive, he has been very involved with a large number of mergers and acquisitions in a successful
career spanning decades. He has served as a director and/or officer of many companies in various countries including Hellespont
Shipping, Perry Baromedical, Molson Inc., and previously served as Vice Chairman of Hollinger Inc. and Deputy Chairman and CEO
of Telegraph Media Group.
James
Black
is a business executive specializing in strategic inorganic growth. He spent the past several years as a key member
of a small corporate finance group that completed a half dozen inter-continental multi-million dollar deals. Mr. Black has served
as an advisor and director on the board of a number of private holding companies, a not-for-profit organization, and a single
family office. Mr. Black has a direct family relationship with the beneficial owner of the Company’s principal stockholder.
Roger
Steedman, CPA
is a Certified Public Accountant (CPA) and holds a MBA from Ohio State University. Mr. Steedman is the Director
of Accounting with HighCom Global’s armor subsidiary and joined the company with an extensive manufacturing and finance
background, specializing in Quick Response Manufacturing (QRM). Mr. Steedman was previously Director of Finance at Ometek Incorporated,
a trend setting provider of sheet metal components to the heavy power industry.
Timothy
J. Foley
, is a successful entrepreneur, investor, and the current Vice-President of Acquisitions and Development of The Butterfield
Corporation, a private equity firm focused on real estate and hospitality investments. He serves on that company’s Board
of Directors and also serves on the Board of a luxury resort development in the Caribbean.
The
Board agreed to compensate Daniel Colson as Chairman of the Board and Chief Executive Officer with annual cash compensation of
$50,000. In addition, he received 10-year options to purchase 10 million shares of the Corporation’s common stock at a purchase
price of $.011 per share. The Company also reported that Francis Michaud received a performance bonus of $10,000 for fiscal 2018.
Mr. Michaud’s compensation will be reduced to $8,000 per annum effective February 1, 2019. Mr. James Black will receive
compensation directly from the Consultant identified under Item 1.01 above.
Item
7.01. Regulation FD Disclosure.
Reference
is made to the Press Release contained herein and filed as Exhibit 99.1.
Item
8.01 Other Events
On
December 31, 2018, the Board of Directors approved, subject to stockholder approval, an increase in the number of authorized shares
of common stock from 500 million to 600 million.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
January
11, 2019
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HIGHCOM
GLOBAL SECURITY, INC.
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By:
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/s/
Francis Michaud
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Francis
Michaud, CFO
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