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): April 20, 2012
ROADSHIPS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-141907 | 20-5034780 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
284 W Millbrook Road
Raleigh NC 27609
919-846-5229
www.roadships.us
Registrant’s telephone number, including area code: 919-846-5229
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ROADSHIPS HOLDINGS, INC.
CURRENT REPORT ON FORM 8-K
Item 1.01 Entry into a Material Definitive Agreement |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Item 7.01 Regulation FD |
Item 9.01 Financial Statements and Exhibits |
| Exhibit – 10.1 Employment Agreement for Michael Norton-Smith |
| Signatures |
Item 1.01 Entry into a Material Definitive Agreement
Employment Agreement with Michael Norton-Smith
The information provided in Item 5.02 below is hereby incorporated by reference to this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 20, 2012, the Board of Directors of Roadships Holdings, Inc. (the “Company” or “Registrant”) appointed Mr. Michael Norton-Smith as member of the Board of Directors of the Company and as Chief Financial Officer. Pursuant to his employment agreement (the “MNS Agreement”) attached hereto as Exhibit 10.1, as Chief Financial Officer Mr. Norton-Smith will be in complete charge of the financial operations of the Registrant, with full authority and responsibility, subject to the general direction, approval, and control of the Company's Board of Directors, to develop and analyze business planning for capital expenditures, inventory management, 5 year strategic planning, and preparation of budgets and forecasts.
Mr. Norton-Smith was not appointed to the Company’s Board of Directors pursuant to any arrangement or understanding with any other person. Additionally, Mr. Norton-Smith does not have an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Norton-Smith will not receive an annual salary for his service as Chief Financial Officer and Director. Pursuant to the MNS Agreement Mr. Norton-Smith also received a stock option award, to purchase 10,000,000 shares of common stock at a price of $0.001 per share. The option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Norton-Smith shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares until he has exercised the option and has become the shareholder of record of those shares. This option may only be exercised by Mr. Norton-Smith during the term of his employment and as follows:
The option to purchase 5,000,000 shares shall vest immediately and expire on or before April 19, 2013. |
| The option to purchase the remaining 5,000,000 shares shall vest after April 19, 2013 and expire on April 19, 2014. |
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Item 7.01 Regulation FD
Michael Norton-Smith, age 65, is a certified public accountant in Australia. Mr. Norton-Smith, brings 35 years of financial and corporate experience to Roadships Holdings, Inc. His engagement is expected to assist the Company with its efforts to implement profitable operations. During the past five years, Mr. Norton-Smith has held the following positions:
| Position(s) Held | From | To | Employer | Business Operations |
| CFO, Director | 2011 | Present | Novagen Solar, Inc. | environmental solutions |
| Director, Secretary | 2009 | Present | ACN 108 217 947 Pty Ltd | accounting & taxation services |
| Chief Financial Officer | 2011 | Present | Loadstone Motor Corporation Pty Ltd. | engine development |
| Director, Secretary | 2003 | Present | Patanga Investments Pty Ltd. | consulting cervices |
| Director, Secretary, CFO | 2010 | Present | Remote Contractors Pty Ltd. | earthmoving contractor |
| Director | 2006 | Present | Classic Livestock Management Services Pty Ltd. | livestock assessment |
| Director | 2010 | Present | Colgold Ltd. | abalone farming |
| Director | 2007 | Present | MNSRA Pty Ltd. | plantation investment |
| Director, Secretary | 2010 | Present | Platinum River Developments Pty Ltd. | property development |
| Director, Secretary | 2010 | Present | Queensland Venture Capital Pty Ltd. | non-operating |
| Director, Secretary | 2010 | Present | Southdav Australia Pty Ltd. | non-operating |
| Director, Secretary | 2010 | Present | Southdav Australia Pty Ltd. | non-operating |
| Director/Secretary | 2010 | Present | JJM Property Investments Pty Ltd. | non-operating |
| Director/Secretary | 2009 | Present | Carbonleaf Limited | non-operating |
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit
Exhibit – 10.1 Employment Agreement for Michael Norton-Smith
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 thereunto duly authorized.
| Date: April 20, 2012 | Roadships Holdings, Inc. |
By: /s/ Michael Nugent | |
| Michael Nugent | |
| Chief Executive Officer |
Exhibit Index
Exhibit – 10.1 Employment Agreement for Michael Norton-Smith
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