Current Report Filing (8-k)
February 04 2013 - 1:36PM
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):
January 29, 2013
GLOBAL VISION HOLDINGS, INC.
(Exact Name of Registrant as Specified in
its Charter)
Nevada
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000-54050
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27-2553082
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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19200 Von Karman, 6th Floor, Irvine, CA
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92612
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (949) 281-6438
Registrant’s Fax Number, Including Area Code: (949) 281-3801
(Former Address, 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))
Item 1.01 Entry Into a Material Definitive Agreement.
The information contained under Section 5.02(e) below is incorporated
herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On January 29, 2013, Global Vision Holdings, Inc. (the “Company”)
terminated its agreement with investor relations firm CSIR Group, including all of the Company’s obligations thereunder,
for a one-time payment of $6,000.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c), (d) On January 29, 2013, the Company’s Board of
Directors appointed James Wong to serve as Chief Operating Officer and as an employee director of the Company, effective immediately.
The Company welcomes the arrival of Mr. Wong, and believes that his wealth of operational and finance experience across a number
of industries is a perfect fit for the diversified nature of the Company’s portfolio companies.
Mr. Wong is the founder and principal (a position currently
held) of Armory Consulting Co., which provides restructuring and turnaround management services, which was incorporated in May
2006. He was previously with the corporate restructuring practices of the international public accounting firms of KPMG, LLP and
Grant Thornton, LLP. Mr. Wong has extensive management and operational experience, having held the positions of chief financial
officer, chief restructuring officer and board positions in companies across a variety of industries. Mr. Wong is a certified insolvency
and restructuring advisor, and holds a Bachelor of Arts degree from UCLA and a Masters of Science in Management from Stanford University.
There are no family relationships between Mr. Wong and the other
directors and executive officers of the Company. Mr. Wong does not have, nor has he had since the Company’s last fiscal year,
any relationship with the Company that would require disclosure under Item 404(a) of Regulation S-K.
(e) On January 29, 2013, the Company entered into an employment
agreement with Mr. Wong pursuant to which Mr. Wong will serve as the Company’s Chief Operating Officer. Under the employment
agreement, Mr. Wong will receive cash compensation of up to $75,000 during the first year of his service, subject to the availability
of free cash flow. In addition, Mr. Wong was awarded a series of stock options to purchase shares of the Company’s Class
B common stock at different exercise prices. Each option is subject to forfeiture if employment is terminated prior to vesting,
and has the other material terms summarized below:
Option Shares
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Exercise Price
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Vests as to 100% in one installment upon:
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250,000
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$ 0.25
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Grant date
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500,000
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$ 0.50
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12 months after grant date
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500.000
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$ 0.75
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24 months after grant date
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750,000
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$ 1.00
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24 months after grant date
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1,000,000
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$ 2.00
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24 months after grant date
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1,000,000
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$ 3.00
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24 months after grant date
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1,000,000
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$ 4.00
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24 months after grant date
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The foregoing description of the employment agreement with Mr.
Wong is only a summary, and is qualified in its entirety to the actual agreement, which is attached hereto as Exhibits 99.1 and
is incorporated herein by reference. A representative stock option agreement awarded to Mr. Wong is also attached hereto as Exhibit
99.2, and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Employment Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
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99.2
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Representative Stock Option Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GLOBAL VISION HOLDINGS, INC.
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Date: February 4, 2013
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By:
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/s/ Glen W. Carnes
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Name: Glen W. Carnes
Title: Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Employment Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
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99.2
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Representative Stock Option Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
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