Amended Current Report Filing (8-k/a)
July 06 2018 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
8-K/A
(
Amendment
no. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): June 28, 2018
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theglobe.com, inc.
(Exact Name of Registrant as Specified
in its Charter)
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Delaware
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000-25053
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14-1782422
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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5949 Sherry Lane, Suite 950
c/o Toombs Hall and Foster
Dallas, Texas 75225
(Address of Principal Executive Offices)
(214) 369-5695
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Explanatory Note
This Form 8-K/A is filed as an amendment to the Current Report
on Form 8-K filed by thegobe.com, inc, to correct the typographical error of June 29, 2017 to June 29, 2018.
As used in this Current Report, all references to the terms
“we”, “us”, “our”, or the “Company” refers to the theglobe.com, inc.
Item 5.02. Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b), (c) & (d)
Effective June 29, 2018, the Board of Directors
of the Company (the “
Board
”) and the majority of stockholders of the Company appointed Mr. Frederick P. Jones
as President, Chief Executive Officer, Chief Financial Officer, and Director of the Company at a salary of $1 per year. The Company
did not enter into a compensatory or any other agreement with Mr. Jones, although the Company may in the future determine to enter
into such arrangement.
Mr. Jones will serve as a director until
the next annual meeting of stockholders of the Company and until his successor is duly appointed and qualified or until his earlier
death, resignation or removal. Mr. Jones will serve as Chairman of the Audit Committee and Compensation Committee. The following
is a brief description of the background and business experience of Mr. Jones:
Fredrick P. Jones
, 70, has been involved
in energy infrastructure, real estate, and oil and gas businesses for approximately 40 years. Mr. Jones was one of the early investors
in U.S. shale gas. For approximately the past five (5) years, Mr. Jones has served as the Chief Executive Officer of Fairwood Peninsula
Energy Corporation (“
Fairwood
”), a midstream liquefied natural gas company. Fairwood is the parent entity of
our controlling stockholder, Delfin Midstream, Inc. (“
Delfin
”). Mr. Jones was a founder of Delfin, and is currently
a Delfin stockholder. Throughout his 40 years of experience in the energy industry Mr. Jones has developed projects and businesses
in LPG marketing, coal bed methane extraction, hydroelectric power, and natural gas. He has led numerous ventures with various
public and private entities throughout the world. He was also a founder shareholder in Marc Rich + Co A.G. (now known as Glencore
Plc).
Mr. Jones’ principal business address
is c/o Fairwood Peninsula Energy Corporation, 5949 Sherry Lane, Suite 950, Dallas, TX 75225
Effective June 29, 2018, Mr. William R.
Nichols resigned from his positions of President, Chief Executive Officer, Chief Financial Officer, Director, and any other directorships,
offices or other positions with the Company.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
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THEGLOBE.COM, INC.
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By:
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/s/ Frederick P. Jones
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Name:
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Frederick P. Jones
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Title:
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Chairman, Chief Executive Officer and Chief Financial Officer
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Date: July 6, 2018
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