- Current report filing (8-K)
May 15 2009 - 4:26PM
Edgar (US Regulatory)
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): May 14, 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On May
14, 2009 we issued 3,600,000 shares of unregistered common stock in connection
with Restricted Stock Agreement awards under the MDwerks, Inc. (the “Company”)
2005 Incentive Compensation Plan. All shares were issued pursuant to the terms
and conditions of the Company Restricted Stock Agreement and all shares of the
restricted stock vested immediately.
A
complete copy of the 2005 Incentive Compensation Plan is contained in the Form
8-K filed with the SEC on November 18, 2005 and the full text of the form of the
Company Restricted Stock Agreement is attached as Exhibit 10.1, both of which
are incorporated herein in their entirety.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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(c) On
May 15, 2009, David M. Barnes, Chief Executive Officer and President of the
Company announced the promotion of Vincent Colangelo, age 66, to the position of
Vice President – Business Development. Mr. Colangelo had been our
Chief Financial Officer, a position he held since November 16,
2005. Mr. Colangelo will continue to be our Company Secretary, a
position he has held since March 8, 2006. Mr. Colangelo’s annual
compensation was amended to One Hundred and Eighty Thousand Dollars ($180,000)
and he will be eligible for cash bonuses at the discretion of the Board of
Directors, otherwise the terms of his employment are substantially unchanged
from the Form 8-K disclosure and Exhibit filed with the SEC on January 5,
2006. Prior to joining the Company, Mr. Colangelo was the President
and Principal Consultant of Weston Business Advisors, Inc., a business
consulting company based in Weston, Florida. From January 2003 to March 2004,
Mr. Colangelo was the President of Cartridge World Florida in Weston,
Florida. Prior to 2003, Mr. Colangelo was the President and Principal
Consultant of Birchwood Associates, Inc., a business consulting company based in
Weston, Florida. He also worked at Xerox’ world headquarters as a consolidations
and regulatory reporting and as financial planning manager. Mr. Colangelo
received an MBA and a BBA from Iona College and is a New York State
CPA.
Also on
May 15, 2009, Mr. Barnes announced the promotion of Adam Friedman, age 44, to
the position of Chief Financial Officer. Mr. Friedman had been our
Controller, a position he held since February 14, 2006. Mr. Friedman
entered into an employment agreement as Chief Financial Officer of the Company
on May 15, 2009. Under the terms of the employment agreement that extends for a
term expiring on December 31, 2010, Mr. Friedman has agreed to devote all of his
time, attention and ability, to the business of the Company. The employment
agreement provides that Mr. Friedman will receive a base salary for such
services during the balance of 2009 and all of 2010 at an annual rate of One
Hundred and Forty Five Thousand Dollars ($145,000) and he will be eligible for
cash bonuses at the discretion of the Board of Directors. Mr.
Friedman 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. Friedman up to a specified monthly amount for the business use of
his personal car and cell phone. Prior to joining the Company, Mr.
Friedman served as Vice President of Finance for CSA Marketing, Inc. from March
2005 to February 2006. For the eleven years prior to March 2005, Mr.
Friedman served as Business Manager/Controller and Director of Financial
Planning at the Telemundo Group, Inc. Mr. Friedman also worked as a
Senior Financial Analyst for Knight-Ridder, Inc and as an Audit Senior
Accountant for KPMG Peat Marwick. Mr. Friedman received an MBA from
St. Thomas University and a BSM from Tulane University.
The
foregoing summary of Mr. Friedman’s employment agreement is qualified by
reference to the full text of the employment agreement, attached as Exhibit
10.2, which is incorporated herein.
There are
no family relationships between Mr. Colangelo and Mr. Friedman and any
other executive officers or directors 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, other than
serving as employees of the Company, to which the Company was or is to
be a party, in which the amount involved exceeds $120,000 and in which
Mr. Colangelo or Mr. Friedman had or will have a direct or indirect
material interest.
Other
than as specified herein, there was no arrangement or understanding between
Mr. Colangelo or Mr. Friedman and any other person pursuant to which
either was selected as an officer of the Company.
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Item
9.01
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Financial
Statements and 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 2005 Incentive Compensation Plan Restricted Stock
Agreement.
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10.2
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Employment
Agreement of Adam Friedman dated May 15,
2009.
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SIGNATURE
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:
May 15, 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 2005 Incentive Compensation Plan Restricted Stock
Agreement.
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10.2
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Employment
Agreement of Adam Friedman dated May 15,
2009.
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