Kesselring Holding Corporation. - Current report filing (8-K)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION <?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" />

 

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): December 12, 2007

 

KESSELRING HOLDING CORPORATION

(Exact name of registrant as specified in its charter) 

 

Delaware	000-52375	20-4838580
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 

6710 Professional Parkway, Suite 301

Sarasota, Florida 34240

(Address of principal executive offices) (Zip Code)

 

[phone]

 (Registrant's telephone number, including area code)

 

Copies to:

Stephen M. Fleming, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: [phone]

Fax: [phone]

 

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 (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

 

 

Item 1.01               Entry Into a Material Definitive Agreement

 

On August 16, 2007, at a meeting of the Board of Directors of Kesselring Holding Corporation (the “Company”), the Board of Directors of the Company appointed Douglas P. Badertscher as the President and Chief Executive Officer of the Company.  On October 25, 2007, effective August 15, 2007, Mr. Badertscher and the Company entered into an Employment Agreement regarding the same.  On December 12, 2007, Mr. Badertscher and the Company entered into an Amended and Restated Employment Agreement (the “Badertscher Agreement”).   The Badertscher Agreement contains the following terms:

 

·         base salary of $250,000 per year;

·         the issuance of an option to purchase 2,500,000 shares of common stock of which 625,000 shall vest on November 15, 2007, 625,000 shall vest on February 15, 2008, 625,000 shall vest on May 15, 2008 and 625,000 shall vest on August 15, 2008 at an exercise price of $0.30 per share on a cash or cashless basis;

·         participation in the Company’s general employee incentive stock plan;

·         subject to cash availability, an annual operating income bonus, accrued and paid quarterly, equal to the greater of $35,000 or 3.0% of that fiscal year’s Operating Income is required to paid no later than 75 days following the end of the quarter in which the bonus payment accrued;

·         subject to cash availability, an acquisition bonus equal to one-half of 1% of the Gross Revenue of the third-party acquisition targets;

·         participation in all employee benefit plans and programs; and

·         reimbursement of reasonable expenses.

 

The term of the employment agreement is 36 months that may be renewed for one-year periods unless either party notifies the other within 60 days prior to the end of the initial or renewal employment term of its intent to terminate the agreement.   

 

Item 9.01 Financial Statements and Exhibits

 

(a)	Financial statements of businesses acquired.

 

Not applicable

 

(b)	Pro forma financial information.

 

Not applicable

 

(c)	Shell company transactions.

 

Not applicable

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
10.1		Amended and Restated Employment Agreement by and between Kesselring Holding Corporation and Douglas P. Badertscher
10.2		Employee Nonstatutory Stock Option Agreement issued to Douglas P. Badertscher

 

 

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.

 

	KESSELRING HOLDING CORPORATION
Dated: December 13, 2007	By:	/s/ Douglas P. Badertscher
		Name: Douglas P. Badertscher
		Title: Chief Executive Officer