- Current report filing (8-K)
December 16 2008 - 5:01AM
Edgar (US Regulatory)
UNITED
STATES
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
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Date
of Report (Date of earliest event reported):
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November
26, 2008
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WORLD
AM, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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0-30639
(Commission
File
Number)
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90-0142757
(I.R.S.
Employer
Identification
No.)
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4340
Von Karman Ave., Suite 200
Newport
Beach, CA 92660
(Address
of principal executive offices) (zip code)
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(949)
955-5355
(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report.)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Section 5 – Corporate Governance and Management
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors and
Officers
On November 26, 2008, Robert A. Hovee
and Malcolm E. Lennie resigned from their positions as
directors. Both of their resignations were effective
immediately. We are not aware of any disagreements with Mr. Hovee and
Mr. Lennie of the type required to be disclosed per Item 5.02(a) of this Form
8-K.
On December 1, 2008, C. Robert Kline,
James R. Largent and David J. Barnes resigned from their positions as directors
and officers. All of their resignations were effective
immediately. None of the resigning directors held any positions on
any committee of our Board of Directors at the time of his
resignation.
Mr. Kline, Mr. Largent, and Mr. Barnes
furnished us with letters of resignation wherein they discussed disagreements
with SUTI Holdings, LP, our majority shareholder, regarding its level of control
and influence over our Board of Directors and our operations, policies and
practices, which disagreements ultimately led to their
resignations.
Appointment of Director and
Officer
Effective on December 12, 2008, the
holder of all of our Class B Convertible Preferred Stock appointed Frederick T.
Rogers to fill one of the vacancies created by the abovementioned
resignations. Mr. Rogers intends to serve on our Board of
Directors until the next annual meeting or until a successor is
elected. In addition, Mr. Rogers will serve as our President,
Secretary, and Interim Chief Financial Officer until the next annual meeting of
the Board of Directors or until his successor(s) be duly elected and
qualified.
During the past five years, Mr. Rogers
has been the president and a director of Select University Technologies, Inc., a
multi-project business accelerator that launches new technology companies based
on university research discoveries. Select University
Technologies, Inc. is the general partner of SUTI Holdings, LP, the holder of a
majority of the voting power of our issued and outstanding shares of capital
stock through its ownership of all of our Class B Convertible Preferred
Stock.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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17.1
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Letter
of Resignation from C. Robert Kline
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17.2
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Letter
of Resignation from James R. Largent
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17.3
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Letter
of Resignation from David J.
Barnes
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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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Dated: December
15, 2008
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World
Am, Inc.,
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a
Nevada corporation
/s/ Frederick
T. Rogers
By:
Frederick T.
Rogers
Its:
President
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