Current Report Filing (8-k)
November 24 2015 - 4:16PM
Edgar (US Regulatory)
UNITED STATES 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):
November 18, 2015
JANEL CORPORATION
(Exact name of registrant as specified in
its charter)
Nevada |
333-60608 |
86-1005291 |
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
of Incorporation) |
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Identification No.) |
303 Merrick Road, Suite 400, Lynbrook,
New York 11563
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (718) 527-3800
Inapplicable
(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:
| ¨ | 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On November
18, 2015, Vincent Iacopella, a long-time member of the Board of Directors of Janel Corporation, (the “Company”)
resigned from the Board to focus his full attention on his operational responsibilities for the Registrant. Mr. Iacopella continues
to be employed by the Company as President of Janel Group, Inc.’s West Region.
On November 18, 2015,
William J. Lally, Sr., a long-time member of the Board of Directors of the Company, resigned from the Board to focus his full attention
on his operational responsibilities for the Company. Mr. Lally continues to be employed by the Company as President of Janel Group,
Inc.’s Midwest Region.
(d) On November
18, 2015, the Board of Directors of the Company elected Gerard van Kesteren to fill the vacancy on the Board resulting from the
resignation of Mr. Lally. Mr. van Kesteren will serve until his successor is duly elected and qualified.
In consideration for
his Board service, Mr. van Kesteren will receive an annual payment of $40,000, paid quarterly at the end of each quarter. In addition,
in January of each year, Mr. van Kesteren will be granted an option to purchase the equivalent of $25,000 of Company common stock,
priced at the closing price of the date of the grant on a vesting schedule to be determined by the Board. Mr. van Kesteren will
also be entitled to reimbursement for travel and other expenses related to his service.
On November 18, 2015,
the Board of Directors of the Company elected Dominique Schulte to fill the vacancy on the Board resulting from the resignation
of Mr. Iacopella. Ms. Schulte will serve until his successor is duly elected and qualified.
Ms. Schulte is the
managing member of Oaxaca Group, LLC (“Oaxaca”). Pursuant to the terms of the Securities Purchase Agreement
dated October 6, 2013, entered into between the Company and Oaxaca (the “Securities Purchase Agreement”), the
Company agreed to appoint up to two nominees nominated by Oaxaca to become members of the Company’s Board of Directors. Ms.
Schulte was appointed to the Board in accordance with the terms of the Securities Purchase Agreement.
Oaxaca
beneficially owns 57.4% of the Company’s common stock. As managing member of Oaxaca, Ms. Schulte has indirect
beneficial ownership of the shares held by Oaxaca. (All figures have been adjusted to account for the Company’s 50:1
reverse stock split.)
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
thereunto duly authorized.
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JANEL CORPORATION
(Registrant)
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Date: November 24, 2015 |
By: |
/s/ Brendan Killackey |
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Brendan Killackey |
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Chief Executive Officer |
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