UNITED STATES
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): November 13, 2007
-----------------
FIRSTPLUS FINANCIAL GROUP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as specified in Charter)
Nevada 0-27750 75-2561085
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
122 W. John Carpenter Freeway, Suite 450, Irving, Texas 75039
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 717-7969
--------------
- --------------------------------------------------------------------------------
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 13, 2007, FIRSTPLUS Financial Group, Inc. (the "Company")
entered into an Employment Agreement with Dr. Robert O'Neal to serve as the
Company's President and Chief Operating Officer (the "O'Neal Employment
Agreement"). Under the O'Neal Employment Agreement, Dr. O'Neal is to receive a
base salary of $200,000 per annum and is eligible to participate in the
Company's executive benefit and compensation plans.
On November 13, 2007, the Company also entered into an Amended and
Restated Employment Agreement with Mr. John Maxwell to serve as the Company's
Chief Executive Officer (the "Maxwell Employment Agreement"). Under the Maxwell
Employment Agreement, Mr. Maxwell is to receive a base salary of $225,000 per
annum and is eligible to participate in the Company's executive benefit and
compensation plans.
The foregoing descriptions of the O'Neal Employment Agreement and the
Maxwell Employment Agreement are not complete and are qualified in their
entirety by reference to the full text of such documents, copies of which are
filed herewith as EXHIBIT 10.1 and EXHIBIT 10.2, respectively, and are
incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On November 13, 2007, the Board of Directors of the Company increased from
five to seven the number of directors constituting the whole Board of Directors
and appointed Gary D. Alexander and Joseph P. Steward to the Board of Directors.
Messrs. Alexander and Steward will serve on each of the Audit Committee and the
Compensation Committee of the Board of Directors.
On November 13, 2007, Mr. Maxwell replaced Dr. O'Neal as Chairman of the
Board of Directors and Dr. O'Neal replaced Mr. Maxwell as President of the
Company and was also appointed Chief Operating Officer.
Dr. O'Neal, 49, has served as a director of the Company since June 2007
and had served as Chairman of the Board of Directors of the Company since August
2007. Dr. O'Neal served as President of Cosmetic, Weight Loss & Surgical Centers
of America from October 2006 to November 2007 as well as Chief Executive Officer
of Health & Medical Practice Associates, Beaumont, Texas 1990 through November
2007. Dr. O'Neal is a member of a number of health and medical boards, including
the American Academy of Anti-aging Medicine and American Board of Disability
Analysts.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
Exhibit No. Exhibits
----------- --------
10.1 Employment Agreement, dated November 13, 2007, by and
between FIRSTPLUS Financial Group, Inc. and Robert
O'Neal.
10.2 Amended and Restated Employment Agreement, dated
November 13, 2007, by and between FIRSTPLUS Financial
Group, Inc. and John Maxwell.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
November 14, 2007
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ William Handley
----------------------------------------
Name: William Handley
Title: Chief Financial Officer
4