Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
.
Resignation/Appointment
of Directors
Doron
Uziel resigned as a director
of
Energtek Inc. (the “Corporation”)
as of
March 8, 2008. Mr. Uziel has been serving as a director of the Corporation
since May 2006. He will be serving as Treasurer of the Corporation.
Effective
as of March 8, 2008, the Corporation appointed Eliezer Sandberg as a director
and Chairman of the Board of Directors of the Corporation. Mr. Sandberg is
a
former Minister of National Infrastructures (including Energy, Water and Natural
Resources) and former Minister of Science and Technology of the State of Israel
and has been the Founder and Chairman of the Israeli Parliament Subcommittee
on
Hi-Tech .
Mr.
Sandberg has been serving as an active Chairman of the Board of the
Corporation's Israeli subsidiary Gatal (Natural Gas for Israel) Ltd. ("Gatal"),
and will continue in this position. In consideration for services to be rendered
to the Corporation in his capacity as Chairman of the Board of Directors of
the
Corporation, the Corporation has agreed to issue him an aggregate of 500,000
warrants subject to the vesting schedule and exercise prices discussed
below.
The
warrants vest pursuant to the following schedule: (i) 50,000 warrants with
an
exercise price of $0.36 vesting on June 30, 2008, (ii) 50,000 warrants with
an
exercise price of $0.36 vesting on April 30, 2009, (iii) 50,000 warrants with
an
exercise price of $0.36 vesting on April 30, 2010, (iv) 120,000 warrants with
an
exercise price of $0.50 vesting on March 31, 2009, (v) 115,000 warrants with
an
exercise price of $0.50 vesting on March 31, 2010, and (vi) 115,000 warrants
with an exercise price of $0.50 vesting on March 31, 2011.
In
addition, in the event the Corporation shall have cash and deposits in excess
of
$15,000,000, or should the Corporation be successful in raising $15,000,000
in
net capital within a period of 9 months, the Corporation shall provide Mr.
Sandberg the following additional benefits, most probably to be provided through
an arrangement with Gatal: (i) use of a company car, (ii) an additional $30,000
per year, payable monthly, and (iii) social benefits as typically provided
by
Israeli companies (that include severance payment, pension fund and incapacity
insurance payment, professional fund payment).
There
are
no arrangements or understandings between Eliezer Sandberg and any other person
pursuant to which Mr. Sandberg was selected as a director. Other than the
arrangement described above, there are no agreements between the Corporation
and
Mr. Sandberg. Mr. Sandberg is a director of Dor Chemicals Ltd., a public
reporting company is Israel. Mr. Sandberg also holds positions in other
companies. Mr. Sandberg has not been affiliated with any company that has filed
for bankruptcy within the last five years. Mr. Sandberg does not have any
familial relationships with any other directors or executive officers of the
Corporation. There were no transactions during the last two years, or any
proposed transactions, to which the Corporation was or is to be a party, or
in
which Mr. Sandberg had or is to have a direct or indirect material interest.
Effective
as of March 8, 2008, the Corporation appointed Mr. Lev Zaidenberg as a director
of the Corporation. Mr. Zaidenberg has been serving as the CEO of the
Corporation and will continue holding this position.
There
are no arrangements or understandings between Mr. Zaidenberg and any other
person pursuant to which Mr. Zaidenberg was selected as a director. Mr.
Zaidenberg is not a director in any other reporting company.
Resignation/Appointment
of Officers
On
March
8, 2008, Constantine Stukalin resigned from his position as Treasurer and Chief
Accounting Officer of Energtek Inc. (the “Corporation”).
Effective
as of March 8, 2008, the Board of Directors appointed Prof. Yuri Ginzburg as
Chief Technology Officer of the Corporation and further appointed Doron Uziel
as
Treasurer of the Corporation. Upon the resignation of Mr. Uziel as director,
and
the appointment of Mr. Uziel as Treasurer, the Board of Directors revised the
vesting schedule of the Class 2007-C warrants previously granted to Mr. Uziel
on
January 17, 2007, so that such warrants which were previously granted to Mr.
Uziel as a director shall instead vest based upon his tenure in the position
of
Treasurer of the Corporation.
Prof.
Ginzburg has been serving as the Chief Technical Officer of the Corporation's
fully owned subsidiary Angstore Technologies, Ltd. since 2003. From 1998 to
2002, Prof. Ginzburg served as R&D Director in Barg Enterprises LTD, a
company specializing in the transfer of technologies from former USSR countries.
Since 1997, he has served as a Consultant for Rhyno Inc., USA, responsible
for
the development of off-road vehicles based on Russian-made chassis, Cummins
engines and Allison transmissions. From 1995-1996, Prof. Ginzburg was a Project
Coordinator in MIKIP LTD (Kazakhstan-Netherlands) responsible for the
development and serial production of city buses in Kazakhstan, based on the
DAF
power pack. From 1992-1995 he taught at Haifa's Technion University,
specializing in R&D of combat vehicles. From 1986-1991, Prof. Ginzburg
served as Head of the Vehicle Department in the Research and Development
Association of Motor Vehicle Industries, and was Vice-President of the "National
Heavy Ground Vehicles Test Center" in Moscow, USSR Previously, he was a
Professor in the Faculty of Ground Vehicles at Cheliabinsk Technical University.
Prof. Ginzburg is the author of 18 patents and over 70 scientific works and
holds a PhD / D.Sc in Mechanical Engineering.
Mr.
Uziel
had held various positions as an executive officer and director of the
Corporation since May 2006. From 2005 until December 31, 2007 , Mr. Uziel was
been employed by TraceGuard Technologies Inc., a public company engaged in
the
development of homeland security technology, as the assistant to the CFO. From
2004 until 2005, Mr. Uziel was employed by the Department of Doctrine in the
Israel Defense Forces as a strategic consultant, and from 1999 until 2003,
he
was employed by Minibit Insurance Agency as the head of economic planning.
Mr.
Uziel received an MA in Economics from Tel Aviv University in 1993 and a BA
in
Economics from Tel Aviv University in 1992.
Neither
Yuri Ginzburg or Doron Uziel are directors in any other reporting company.
Neither have been affiliated with any company that has filed for bankruptcy
within the last five years. Nor do any of them have any familial relationships
with any other directors or executive officers of the Corporation. Other than
as
previously disclosed in the Corporation’s reports filed with the Securities and
Exchange Commission, there were no transactions during the last two years,
or
any proposed transactions, to which the Corporation was or is to be a party,
or
in which Messrs. Ginzburg or Uziel had or is to have a direct or indirect
material interest.
On
March
8, 2008, Yishai Aizik resigned from his position as Operating Manger of the
Corporation's fully owned subsidiary Primecyl LLC.
Effective
as of March 8, 2008, the Corporation, as sole member of Primecyl LCC, appointed
Lev Zaidenberg as the Managing Director of Primecyl LLC.
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