form8k.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
October 10,
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.)
1200
G Street, NW Suite 800 Washington, District of Columbia 20005
(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))
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SECTION
1.
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Registrant’s
Business and Operations
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None
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SECTION
2.
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Financial
Information
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None
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SECTION
3.
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Securities
and Trading Markets
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None
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SECTION
4.
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Matters
Related to Accountants and Financial
Statements
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None
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SECTION
5.
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Corporate
Governance and Management
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Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.
Effective
October 15, 2008 Mr. Gregory O’Reilly resigned from the Company’s Board of
Directors and as the Company’s Chief Executive Officer and President for
personal reasons and not as a result of any disagreement between himself and the
Company. In connection therewith the Company and Mr. O’Reilly entered into an
Agreement dated October 15, 2008 pursuant to which the Employment Agreement
between the Company and Mr. O’Reilly.
Effective
October 15, 2008 the Company’s Board of Directors appointed Mr. Charles Bell 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.
The Board
of Directors also appointed Mr. Bell as the Company’s Chief Executive Officer
and President.
In 2002,
Mr. Bell joined Houston, Texas based Allied Home Mortgage Capital Corporation,
one of the largest privately held U.S. mortgage banker, lending over $15 billion
and processing up to 12,000 loans monthly in 50 states since 1991. As a Branch
Owner/Manager, he built the company's Maryland operations, managing multiple
offices across the state. In 2005, Mr. Bell joined Transcontinental Lending
Group, Inc. as Regional Manager, where he was appointed to lead the company's
expansion into the Mid Atlantic Region. Mr. Bell's experience includes working
in concert with private investors and government regulators from HUD, FHA and
various state compliance and regulatory authorities. During the course of his
career, Mr. Bell has worked with major multinational corporations and
international investment banks to develop and launch numerous financial
products.
Effective
October 15, the Board of Directors appointed Mr. Jatinder S. Bhogal, 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.
Subject
to, and upon, commencement of Mr. Bhogal’s tenure as a non- employee director,
he will be granted 50,000 options in accordance with the Company’s Non-Employee
Director Compensation Guidelines; each option when vested will permit Mr. Bhogal
to purchase one share of the Company’s common stock at a price per share equal
to the closing price of the Company’s common stock as reported on the Over the
Counter Electronic Bulletin Board on October 15, 2008, the date Mr. Bhogal
commenced his tenure as a director.
The
options will vest in five equal annual installments of 10,000 options commencing
on October 15, 2008, and annually thereafter. The options are further subject to
the terms and conditions of a stock option agreement between Mr. Bhogal 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. Bhogal ceases to be a director of the Company. Upon
termination of such service Mr. Bhogal will have a specified period of time to
exercise vested options, if any.
Mr.
Bhogal will be entitled to cash compensation paid to non-employee directors and
reimbursement of expenses incurred in connection with his services as a
director.
Since
December 1993, Mr. Bhogal has worked as a business consultant to emerging growth
companies. For nearly 15 years, Mr. Bhogal has provided early business
development guidance and consulting to companies developing healthcare services,
medical devices, pharmaceuticals and vaccines, solar-photovoltaics, biofuels,
and information technology solutions.
As at
October 15, 2008, Mr. Charles Bell serves as our President and Chief Executive
Officer and Mr. Frank J. Fabio serves as our Chief Financial Officer and
Secretary.
As at
October 15, 2008 our Board of Directors consists of four (4) persons as
follows:
Mr.
Charles Bell, Mr. Derek J. Cooper, Jatinder S. Bhogal and Ms. Joanne
Stephenson
N/A
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.
None
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SECTION
9.
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Financial
Statements and Exhibits
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Item 9.01
Financial Statements and Exhibits
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Number
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Exhibit
Description
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10.1
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Agreement
dated October 15, 2008 between Gregory O’Reilly and
International Energy, Inc.
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10.2
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Employment
Agreement dated October 15, 2008 between Charles Bell and
International Energy, Inc.
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10.3
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Option
Agreement dated October 15, 2008 between
Jatinder S. Bhogal and International Energy,
Inc.
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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.
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INTERNATIONAL
ENERGY, INC.
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Charles
Bell |
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Chief Executive
Officer and
President
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Dated:
October 21, 2008
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
October 10, 2008
Date of
Report (Date of earliest event reported)
International Energy,
Inc.
Index
to Exhibits
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Number
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Exhibit
Description
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Agreement
dated October 15, 2008 between Gregory O’Reilly and
International Energy, Inc.
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Employment
Agreement dated October 15, 2008 between Charles Bell and
International Energy, Inc.
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Option
Agreement dated October 10, 2008 between
Jatinder S. Bhogal and International Energy,
Inc.
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6