form8-k.htm
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
September
12, 2008
Date of Report (Date of earliest event
reported)
INTERNATIONAL
ENERGY, INC.
(Exact name of registrant as specified
in its charter)
Nevada
(State or other jurisdiction of
incorporation)
333-52040
(Commission File
Number)
98-0195748
(I.R.S. Employer Identification
No.)
1 Gateway
Center, Suite 2600, Newark, New Jersey, 07102
(Address of principal executive
offices)
(800)
676-1006
(Registrant’s telephone number,
including area code)
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 240.14a-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))
SECTION
1. Registrant’s Business and Operations
None
SECTION 2. Financial
Information
None
SECTION 3. Securities and Trading
Markets
None
SECTION 4. Matters Related to
Accountants and Financial Statements
None
SECTION 5. Corporate Governance
and Management
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective on September 12, 2008, Mr.
Harmel S. Rayat resigned from the
Company’s Board of Directors and as an officer of the Company in order to pursue
other interests and not as a result of any disagreement between himself and the
Company.
Effective September 12, 2008, the Board
of Directors appointed Ms. Joanne Stephenson, to serve as a director of the
Company, and to serve as such until the next annual meeting of the Company’s
shareholders and until his successor shall have been duly elected and
qualified.
Ms. Stephenson earned a Bachelor of
Science degree from the University of British Columbia and also earned a Masters
in Business Administration from Athabasca. From 1998 to 2006, Ms.
Stephenson was Vice President of Business Development and Sales and Marketing at
Response BioMedical Corp. From January 2007 to July 2008, Ms.
Stephenson was Head of Strategic Marketing at Innovative Biosensors,
Inc. From July 2008 to present, Ms. Stephenson is currently serving
as Vice-President of Corporate Business Development and as Vice-President of
Clinical Diagnostics.
Subject to, and upon, commencement of
Ms. Stephenson’s tenure as an officer, she will be granted 50,000 options; each
option when vested will permit Ms. Stephenson to purchase one share of the
Company’s common stock at a price per share equal to the closing price of the
common stock on September 12, 2009.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Ms. Stephenson and the Company. Under
the terms of the stock option agreement, the agreement will terminate and there
will be no further vesting of options effective as of the date that Ms.
Stephenson ceases to be a director of the Company. Upon termination of
such service Ms. Stephenson will have a specified period of time to exercise
vested options, if any.
Ms. Stephenson will be entitled to cash
compensation paid to officers and reimbursement of expenses incurred in
connection with his services as a director.
Effective September 12, 2008, the Board
of Directors elected Mr. Frank J. Fabio to serve as the Company’s Chief
Financial Officer and Secretary.
Mr. Fabio received a BBA in Accounting
from Pace University in June 1973; has been a certified Public Accountant since
1976; Mr. Fabio received an MS in Taxation from Long Island University in June
1989. Mr. Fabio was employed by Ernst & Ernst from 1973 to 1980, attaining
the position of Manager; since 1980 Mr. Fabio has maintained a private practice
of accountancy in New York.
Subject to, and upon, commencement of
Mr. Fabio’s tenure as an officer, he will be granted 50,000 options; each option
when vested will permit Mr. Fabio to purchase one share of the Company’s common
stock at a price per share equal to the closing price of the common stock on
September 12, 2009.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Fabio and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Fabio ceases
to be an officer and director of the Company. Upon termination of such
service Mr. Fabio will have a specified period of time to exercise vested
options, if any.
Mr. Fabio will be entitled to cash
compensation paid to officers and reimbursement of expenses incurred in
connection with his services as an officer.
As at September 12, 2008, Mr. Gregory
O’Reilly serves as our President and Chief Executive Officer and Mr. Frank J.
Fabio serves as our Chief Financial Officer and Secretary.
As at September 12, 2008 our Board of
Directors consists of three (3) persons as follows:
Mr. Gregory O’Reilly, Mr. Derek J. Cooper
and Ms. Joanne Stephenson
SECTION 6.
[Reserved]
N/A
SECTION 7. Regulation
FD
Item
7.01 Regulation FD Disclosure
Except for the historical information
presented in this document, the matters discussed in this Form 8-K, or otherwise
incorporated by reference into this document, contain "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). These statements are identified by the use of forward-looking
terminology such as "believes", "plans", "intend", "scheduled", "potential",
"continue", "estimates", "hopes", "goal", "objective", expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by the Registrant. The
reader is cautioned that no statements contained in this Form 8-K should be
construed as a guarantee or assurance of future performance or results. These
forward-looking statements involve risks and uncertainties, including those
identified within this Form 8-K. The actual results that the Registrant achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
Note: Information in this report
furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information in this current
report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. The furnishing of the
information in this current report is not intended to, and does not, constitute
a representation that such furnishing is required by Regulation FD or that the
information this current report contains is material investor information that
is not otherwise publicly available.
SECTION 8. Other
Events
None
SECTION 9. Financial Statements
and Exhibits
Item 9.01
Financial Statements and Exhibits
|
Number
|
|
Exhibit
Description
|
|
10.1
|
|
Option Agreement dated September
12, 2008 between Joanne Stephenson and International Energy,
Inc.*
|
|
10.2
|
|
Option Agreement dated September
12, 2008 between Frank Fabio and International Energy,
Inc.*
|
* To be
filed by amendment
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.
|
|
INTERNATIONAL ENERGY,
INC.
|
|
|
|
|
|
|
|
|
/s/
Gregory O’Reilly
|
|
|
Gregory
O’Reilly
|
|
|
Chief Executive
Officer
|
Date: September 18, 2008
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