QUADRANT 4 SYSTEMS CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 1.01: Entry into a Material Definitive Agreement.
On October 17, 2013, the Board of Directors of Quadrant 4 Systems Corporation
(the "Company") approved the Amended Agreement and Plan of Merger (the
"Agreement") which would cause to occur the redomicle of the Company from
Florida to Illinois. This action was deemed appropriate inasmuch as the Company
has moved all operations away from Florida and its headquarters have been
located in Rolling Meadows, IL since 2010. The Agreement provided for a
one-to-one share exchange for holders of the shares issued by the Company for
new shares being issued by the Illinois corporation.
ITEM 5.02: Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 21, 2013, the Board of Directors of the Company, acting as its
Nominating Committee, appointed Eric F. Gurr, as a director, effective October
22, 2013. Mr. Gurr's term as a director will expire at the annual meeting of the
Company's stockholders next year, at which time his continued Board service will
be subject to renomination and stockholder approval. With his appointment, the
size of the Board is now 4 members. The Board intends to assign Mr. Gurr to one
or more of its committees at a later date.
Eric F. Gurr is presently owner and sole officer of Gurr CPA, LLC, a small
accounting firm based in Orem Utah, a position he has held since November
2007. This firm provides forensic accounting, business valuation, business
plans, due diligence, consulting, tax planning and preparation, accounting
services, wealth management, business systems support (software, hardware etc.)
and other related services and has developed a niche accounting and financial
services for authors. Mr. Gurr has been a licensed independent public accountant
for more than 25 years. Prior to acquiring his own firm, Mr. Gurr was the CEO of
NACT Holding LLC, a position he held from January 2005 through November 2007 and
where he led a management-led buyout from Verso, Prior to the formation of NACT
Holding LLC, Mr. Gurr was president of Verso Switching Division, a division of
Verso Technologies, Inc. from February 2002 to January 2005.
The Board of Directors has determined that Mr. Gurr is independent and meets the
applicable independence requirements of the New York Stock Exchange and the
Board's own standards for determining director independence. There have been no
transactions with Mr Gurr since January 1, 2012, and there are no currently
proposed transactions, in which the Company was or is to be a participant and in
which he or any member of his immediate family had or will have any interest,
that are required to be reported under Item 404(a) of Regulation S-K. The
selection of Mr. Gurr was not pursuant to any arrangement or understanding
between him and any other person. Mr. Gurr will be compensated in accordance
with pending compensation programs for the Company's non-management (outside)
directors (not yet approved by the compensation committee).
ITEM 5.03: Amendments to Articles of Incorporation or Bylaws; Change in
In connection with the merger to redomicile from Florida to Illinois discussed
as part of Item 1.01 above, the Company filed Articles of Incorporation in
Illinois which will, after effectiveness of the merger, be the Articles of
Incorporation of the Company.
ITEM 8.01: Other Events.
As discussed as part of Item 1.01 above, the Company has undertaken to
redomicile as an Illinois corporation. The action was originally initiated by
the Board of Directors in April 2013, based on authority granted to the Board of
Directors pursuant to shareholder action as set forth in an Information
Statement filed with the SEC on November 4, 2009 under Form 14c but delays in
notice to and consents from the various parties holding security interests in
assets of the Company resulted in the delayed effectiveness of this action until
November 1, 2013.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
Financial statements of business acquired - Not required;
Pro forma financial information - Not required;
Shell Company Transactions - Not required;
Exhibits - Not required;
[ Back To Technology News's Homepage ]