UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2009
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
1-14244 84-1214736
(Commission File Number) (I.R.S. Employer Identification No.)
1111 EAST TAHQUITZ CANYON WAY, SUITE 110, PALM SPRINGS, CALIFORNIA 92262
(Address of principal executive offices) (Zip Code)
(760) 327-5284
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
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
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
|
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 7, 2009, effective as of December 30, 2008, Environmental
Service Professionals, Inc., a Nevada corporation (the "Company") entered into a
Stock Purchase Agreement (the "Agreement") with Lion Share Capital, LLC (LSC), a
Kansas limited liability company ("Purchaser"). Pursuant to the terms of the
Agreement, the Purchaser agreed to purchase from the Company 5,000,000 units
(the "Units") of the Company's securities at a price of $1.00 per Unit. Each
Unit will consist of four shares of the Company's common stock (the "Shares"),
and for every two Units purchased the Company will provide one warrant at $0.25
to purchase one additional share of the Company's common stock and two warrants
at $0.75 per warrant to purchase two additional shares of the Company's common
stock (the "Warrants") Each Warrant will entitle the holder to purchase the
respective amount of additional share(s) of the Company's common stock for a
period of three (3) years from the date of issuance. A copy of the Stock
Purchase Agreement is attached to this report as an Exhibit.
Purchaser has agreed to pay to the Company for the Units the aggregate
sum of Five Million Dollars ($5,000,000) (the "Purchase Price") by certified or
cashier's check or wire transfer of immediately available funds into one or more
bank accounts designated in writing by the Company on or before February 15,
2009,
The Company also entered into an Investor Rights Agreement with
Purchaser, a copy of which is attached to this report as an Exhibit.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company plans to appoint Greg Buss, Managing Member of Lion's Share
Capital, LLC, to fill a vacancy on its Board of Directors on or before January
15, 2009. The following paragraph summarizes Mr. Buss's background and
qualifications:
Mr. Buss is one of the founding members of Lion Share Capital, LLC and
in June of 2007 he became its Operations/Compliance Officer. In 2005 Mr. Buss
established, and became Broker of Greg Buss Commercial Real Estate, Inc. In 2002
Mr. Buss joined Landmark Commercial Real Estate in Wichita, Kansas and became an
Associate Broker. Mr. Buss' ten years as a licensed commercial real estate
broker and five year attendee of the Society of Exchange Counselors, has
positioned him to provide Lion Share with top notch operation's and compliance
oversight. Mr. Buss has utilized some `Out of the Box' funding techniques, both
in commercial sales as well as a national hotel sales representative for three
years. Mr. Buss has the distinction of having sold more commercial office units
in the downtown Wichita area than any other broker. Mr. Buss has dedicated
himself to the compliance and oversight of Lion Share Capital, LLC's operational
activities.
In consideration for his services as a director of the Company, Mr.
Buss will receive (i) cash compensation of $2,500 each quarter, (ii) a one-time
grant, on the last day of the first quarter after his appointment, of options to
purchase 100,000 shares of the Company's common stock in accordance with the
2008 ESP Stock and Incentive Plan (the "2008 Plan") for directors, officers,
employees, and consultants of the Company, and (iii) an annual grant of options
to purchase 50,000 shares of the Company's common stock in accordance with the
2008 Plan.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(d) Exhibits
99.1. Stock Purchase Agreement with Lion Share Capital,
LLC, a Kansas limited liability company, dated as of
December 30, 2008.
99.2. Investor Rights Agreement with Lion Share Capital,
LLC, a Kansas limited liability company, dated as of
August 27, 2008, effective as of December 30, 2008.
SIGNATURES
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, thereunto duly authorized.
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Registrant)
Date: January 8, 2009
/s/ Edward Torres, Chief Executive Officer
-------------------------------------------
Edward Torres, Chief Executive Officer
|
Environmental Service Pr... (CE) (USOTC:EVSP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Environmental Service Pr... (CE) (USOTC:EVSP)
Historical Stock Chart
From Jul 2023 to Jul 2024