AMERICAN BUSINESS SERVICES, INC. FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.01 Changes in Control of Registrant
On July 3, 2014, Phil E. Ray, the Chief Executive Officer and Chief Financial
Officer, sole director and majority stockholder of American Business Services,
Inc. (the "Company") entered into a Securities Purchase Agreement (the
"Agreement") with Smith Electric Vehicles Corp., a Delaware corporation
("Smith") pursuant to which Smith purchased all of the six million shares of the
Company's common stock, par value $.001, that were owned by Ray. As a result,
Smith now owns approximately 85.3% of the issued and outstanding shares of the
Company's common stock. The aggregate consideration paid by Smith for Ray's
shares of Company common stock was $340,000, which amount was paid by
Smith with funds on hand.
Pursuant to the Agreement, Bryan L. Hansel, the Chief Executive Officer of
Smith, was appointed to the Company's Board of Directors, Mr. Ray resigned from
all positions as an officer of the Company and designees of Smith were appointed
as officers of the Company, as described further under Item 5.02 below.
Item 5.02 Departure of Directors or Certain Officers
The information set forth in the second paragraph of
ltem 5.01 above is incorporated by reference herein.
Upon the closing of the transactions contemplated by the Agreement, Mr. Ray resigned from
all positions as an officer of the Company, and the Company appointed Mr. Hansel
as its President and Chief Executive Officer, John Micek as its Chief Financial
Officer and Jacques Schira as its Secretary, each effective as of July 3, 2014.
Mr. Hansel, 49, has served as Smith's Chief Executive Officer and as a
director since Smith's inception in January 2009. Mr. Hansel served as Smith's
President from Smith's inception to March 2012. Mr. Hansel was appointed
Chairman of Smith's board of directors in November 2011. Prior to joining Smith,
from October 2004 to August 2008, Mr. Hansel served as the President and Chief
Executive Officer and as a director of Evo Medical Solutions, a manufacturer and
distributor of home respiratory medical devices.
Mr. Micek, 61, has served as Smith's Interim Chief Financial Officer since March 2014.
Since June 2012, Mr. Micek has also served as Chief Executive Officer and Chief
Financial Officer of Enova Systems, Inc. (LON: ENVS), a publicly-traded electric
vehicle compulsion componentry supplier. He previously served as Chief Financial
Officer of Enova Systems, Inc. from January 2011 to June 2012. From January 1,
2001 to December 31, 2011, Mr. Micek served as Managing Director of Silicon
Prairie Partners, LP, a privately held venture investing firm. Mr. Micek has
served on the board of directors of Enova Systems, Inc. (2008 to present),
Armanino Foods of Distinction Inc. (OTCMKTS:AMNF), a publicly-traded specialty
foods company (from 1989 to present), including in the roles of Chair, Audit
Committee and Chair, Strategic Planning Committee, Innovaro Inc.
(OTCMKTS: INNI), a publicly-traded technology innovation services and software
company (from 1999 to present), and Universal Assurors, Inc., a privately-held
credit-related insurance company (from 2001 to present).
Mr. Schira, 58, has served as Smith's General Counsel since June 2013, and before that from March 2009 to June 2012.
He previously served as Smith's Vice President, Legal and Commercial Affairs
from June 2012 through June 2013. From March 2006 to March 2009, Mr. Schira
served as General Counsel of Medical Industries America, Inc., a medical device
manufacturer and distributor.
None of Mr. Hansel, Mr. Micek or Mr. Schira has any direct or indirect
material interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K. There are no family relationships among our directors and officers.
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