ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 1, 2006, William Baumgartner resigned from the board of directors of Essential Innovations Technology Corp. Mr. Baumgartner’s resignation was not the result of any disagreement relating to the Company’s operations, policies, or practices.
On September 1, 2006, Salvador Diaz-Verson was appointed to fill a vacancy on the Company’s board of directors by the remaining members of the board, pursuant to its articles of incorporation and bylaws.
Mr. Diaz-Verson, 54, is the founder and principal of Miramar Securities, a registered broker-dealer; the founder and owner of Diaz-Verson Capital, LLC, which provides services to public and private pension funds, insurance companies, and individuals; and the founder and chairman of United Americas Bank, a national bank headquartered in Atlanta, Georgia. Mr. Diaz-Verson is also the founder and Chairman of Salvaco, a research and development company; a director and minority owner of Clemente Capital, a money management firm; and a director of SIP MULTI MEDIA Inc., a communication and network company. Mr. Diaz-Verson was the President and Chief Investment Officer of American Family Corporation, now known as AFLAC, Inc., until he left to form Diaz-Verson Capital in 1991. Mr. Diaz-Verson is a graduate of Florida State University.
On September 7, 2006, James Paterson was appointed to fill a vacancy on the Company’s board of directors by the remaining members of the board, pursuant to its articles of incorporation and bylaws.
James Paterson, 36, is an investment banker at Jefferies & Company, Inc., an investment bank in Los Angeles, California. His focus is on providing financial advisory services to growth-oriented, mid-sized companies. These financial advisory services include the structuring and execution of acquisition financing, recapitalizations, and refinancings in both the private and public debt markets. Prior to March 2006, he was a portfolio manager at GE Capital in Los Angeles, California. Prior to September 2003, he was an investment banker at Montgomery & Co., Inc., in Los Angeles, California. Prior to August 2002, he was a private consultant in New York, New York. Prior to November 2001, he was an investment banker at Banc of America Securities, LLC, in New York, New York. He attended undergraduate studies at University of Western Ontario’s Richard Ivey School of Business, where he obtained an Honors Bachelor of Arts in Business Administration, and graduate studies at the University of Michigan’s Ross School of Business, where he obtained a Master of Business Administration.
The Company has agreed to grant Mr. Diaz-Verson and Mr. Paterson each 175,000 shares of restricted common stock and options to purchase 250,000 shares of common stock at $0.30 per share upon their joining the board of directors. The options vested immediately upon their agreement to serve as a director and expire five years from the date of grant. Additionally, each of them will be paid $500 for each telephonic meeting of the board of directors and $1,000 for each meeting of the board of directors for which he is physically present.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| The following are filed as exhibits to this report: |
Exhibit
Number Title of Document Location
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Item 10. Material Contracts
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10.37 Term Sheet between Essential Innovations Technology Corp. and Salvador This filing.
Diaz-Verson dated September 1, 2006
10.38 Term Sheet between Essential Innovations Technology Corp. and James This filing.
Paterson dated September 6, 2006
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.
Date: September 8, 2006
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ESSENTIAL INNOVATIONS TECHNOLOGY, INC. |
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By | | /s/ Jason McDiarmid |
| | Jason McDiarmid Its President |
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