UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 7, 2007
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FIRSTPLUS FINANCIAL GROUP, INC.
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(Exact Name of Registrant as specified in Charter)
Nevada 0-27750 75-2561085
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
5100 North O'Connor Blvd., Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 496-1266
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(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 (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 4.01. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
On June 11, 2007, FIRSTPLUS Financial Group, Inc. (the "Registrant")
terminated Lightfoot Guest Moore & Co., PC ("Lightfoot") as its independent
registered public accounting firm, effective immediately. The termination
was recommended by the Registrant's Board of Directors.
The reports of Lightfoot on the consolidated financial statements of the
Registrant as at and for the fiscal years ended December 31, 2006 and 2005 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2006 and 2005 and through the
date of termination, there were no disagreements with Lightfoot on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Lightfoot,
would have caused it to make reference thereto in its reports on the financial
statements for such years.
During the fiscal years ended December 31, 2006 and 2005 and through the
date of termination, there were no events of the type described in Item
304(a)(1)(iv) of Regulation S-B.
On June 11, 2007, the Registrant engaged Buckno Lisicky & Company
("Buckno") as the Registrant's independent registered public accountant. The
engagement of Buckno was approved by the Registrant's Board of Directors.
During the years ended December 31, 2006 and 2005 and through the date of
termination of Lightfoot, the Registrant did not consult with Buckno with
respect to any of (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Registrant's financial statements; or (iii) any matter
that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-B) or an event of the type described in Item 304(a)(1)(iv) of
Regulation S-B.
The Registrant provided Lightfoot with a copy of the foregoing disclosure
and requested Lightfoot to furnish it with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made
therein. A copy of Lightfoot's letter will be filed with the Securities and
Exchange Commission promptly upon its receipt.
ITEM 5.01. CHANGES IN CONTROL OF THE REGISTRANT
See Item 5.02.
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
DIRECTORS
On June 7, 2007, the Board of Directors of FIRSTPLUS Financial Group, Inc.
(the "Registrant") increased from five to 10 the number of directors
constituting the whole Board of Directors and elected Harold Garber, Robert
O'Neal, William Handley, John Maxwell and David Roberts to the Board of
Directors. The Board of Directors has not determined as of the time of this
filing the committees on which Messrs. Garber, O'Neal, Handley, Maxwell and
Roberts will serve.
Immediately thereafter, Robert P. Freeman (Chairman), John R. Fitzgerald,
Daniel T. Phillips, James Roundtree and David B. Ward resigned from the
Registrant's Board of Directors.
The remaining directors then reduced from 10 to five the number of
directors constituting the whole Board of Directors.
OFFICERS
On June 7, 2007, the Board removed without cause Daniel T. Phillips from
his position as President and Chief Executive Officer of the Registrant. Mr.
Phillips will continue to serve as the President of the Company's subsidiary,
Ole Auto Group, Inc. The Board also removed without cause James Roundtree from
his position as Chief Financial Officer of the Registrant.
On June 7, 2007, the Board elected John Maxwell President and Chief
Executive Officer of the Registrant. Mr. Maxwell, 55, served as a Client
Solutions Executive of Inside Enterprises Inc., an IT solutions company, from
August 2004 to May 2007; a Senior Account Executive of Pomeroy Computer Systems,
an IT solutions company, from October 2002 to August 2004; and an Account
Executive of En Pointe Technologies, an IT solutions company, from July 2000 to
October 2002.
On June 7, 2007, the Board elected William Handley Chief Financial Officer
and Treasurer of the Registrant. Mr. Handley, 63, served as Controller of Miami
Beach Community Development Center, a non-profit community housing development,
from January 2007 to June 2007; Chief Financial Officer of Fort Hurricane
Products, a manufacturing company, from April 2006 to December 2006; Controller
of National Publishing Company, an outdoor advertising firm, from July 2005 to
March 2006; Chief Financial Officer of Celebration Cruises, a charter cruise
line, from July 2004 to June 2005; and Controller of J.C. Yacht Mechanics, a
large engine repair facility, from January 2001 to June 2004.
The Board also elected the following officers: Howard Garber- Chairman of
the Board of Directors, Robert O'Neal- Vice Chairman of the Board of Directors
and David Roberts- Secretary.
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SEVERANCE
On June 7, 2007, the Board approved severance payments to each of John R.
Fitzgerald, Robert P. Freeman, James Roundtree and David B. Ward in the amounts
of $87,500, $92,500, $138,292.80 and $92,500, respectively, 50% payable on
December 7, 2007 and the remaining 50% payable on June 7, 2008. Additionally, as
permitted by the Registrant's Stock Option Plan, the Board of Directors
accelerated the vesting of all stock options granted to each of John R.
Fitzgerald, Robert P. Freeman, Daniel T. Phillips, James Roundtree and David B.
Ward, all of which will be exercisable until the close of business on August 6,
2007.
ITEM 8.01. OTHER EVENTS
In connection with the change in control described above, John Maxwell
obtained an irrevocable proxy to vote 400,000 shares of the Registrant's Common
stock from each of Robert P. Freeman, John R. Fitzgerald, Daniel T. Phillips,
James Roundtree and David B. Ward, which is valid until December 7, 2007.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
June 12, 2007
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ John Maxwell
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Name: John Maxwell
Title: President and Chief Executive Officer
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