Unassociated Document
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
Date
of
Report (Date of earliest event reported)
October
31, 2006
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51696
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20-1372858
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
Three
Riverway
Suite
1050
Houston,
Texas 77056
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
N/A
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Departure
of Directors
On
September 24, 2006, William Flores (“Mr. Flores”) informed Trulite, Inc. (the
“Company”) that because of time constraints affecting his ability to perform his
duties as a director, he intended to resign as a member of the Company’s Board
of Directors (the “Board”). His resignation was effective October 31, 2006, upon
the naming of his successor. A copy of Mr. Flores’s letter of resignation has
been filed with this form as Exhibit 17.2.
Election
of Directors
Effective
October 31, 2006, the Board acted by unanimous written consent to increase
the
number of directors to seven and elect both Jonathan Godshall (“Mr. Godshall”)
and John White (“Mr. White”) to serve on the Board.
Related
Party Transactions
Effective
August 11, 2006, prior to Mr. Godshall’s being elected to serve on the Board ,
the Board appointed Mr. Godshall as President and Chief Executive Officer of
the
Company. At that time the Company entered into an employment agreement with
Mr.
Godshall, pursuant to which Mr. Godshall was to be, and continues to be,
employed for a one-year term.
On
August
7, 2006, the Board granted Mr. Godshall a stock option to acquire 676,626 shares
of Company common stock, at an exercise price of $1.00 per share and which
vests
25% each year with the first year starting one year after the date of employment
as a consultant which was June 15, 2006. The vesting ends on June 15, 2010.
The
stock option expires on August 7, 2013. In addition, Mr. Godshall’s employment
agreement provides that the Board will grant him additional stock options to
acquire a number of shares equal to 5% of any new stock issued and any new
stock
options granted after August 7, 2006, such grant to occur on the earlier of
(1)
December 31, 2006 and (2) the completion of a financing round. The exercise
price of such stock options will be the fair market value on the date of grant,
and the vesting terms of such stock options will be the same as described above
with respect to Mr. Godshall’s stock option to acquire 676,626 shares. All of
such stock options will automatically vest upon a change in control, merger,
or
buyout of the Company.
Other
than his election as a director, Mr. White has had no related party transactions
with the Company within the last two years that would be required to be
disclosed pursuant to this Item 5.02 or Form 8-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
October 31, 2006, the Board approved an amendment to the Company’s bylaws. The
amendment (i) increased the maximum number of directors on the Board to
eleven, and (ii) vested in the Board the power to, by a majority vote, elect
new
directors for the purpose of filling any vacancies on the Board caused by the
death, resignation, retirement, disqualification, or removal from office of
any
directors. The text of the amendment as approved has been filed with this form
as Exhibit 3.5.
Item
9.01. Financial
statements and Exhibits
The
following exhibits are filed herewith:
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Description
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3.5
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Amendment
to Bylaws
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17.2
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Letter
of Resignation - William
Flores
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TRULITE,
INC.
(Registrant)
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|
|
|
| Dated:
November __, 2006 |
By: |
|
| |
Name:
Jonathan
Godshall
Title:
President
and Chief Executive
Officer
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