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): December 5, 2012
ABAKAN INC.
(Exact name of registrant as specified in its charter)
Nevada
000-52784
98-0507522
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (786) 206-5368
n/a
(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:
□
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 5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b)
Effective December 5, 2012, the board of directors of Abakan Inc. (the “Company”) accepted the
resignation of David Charbonneau as a director of the Company.
(c)
Effective December 5, 2012, the board of directors appointed David Charbonneau as its chief
financial officer and principal accounting officer for an initial three year term. Mr. Charbonneau is fifty
one (51) years old.
Mr. Charbonneau served as a member of the Company’s board of directors and as a member of the
Company’s Audit, Compensation, Nominating and Ethics Committees from June 15, 2012 until
December 5, 2012.
Mr. Charbonneau brings to his new positions management skills and an expert accounting background
with over 25 years of accounting, management and consultancy experience. He is an Ohio Certified
Public Accountant and a Certified Florida Building Contractor. He earned a Bachelor of Science in
Business Administration with a Major in Accounting from The Ohio State University. He started his
accounting career as an auditor for Arthur Anderson & Co in Cleveland. His chief financial officer
experience spans over 20 years in manufacturing, rental equipment and construction industries. Mr.
Charbonneau was a chief financial officer of standalone subsidiaries of both an Australian and United
Kingdom publicly traded companies, Diamond Engineered Space Inc. and Waco International
Corporation.
Mr. Charbonneau has entered into an employment agreement with the Company in connection with his
appointment as chief financial officer and principal accounting officer. The compensatory terms of the
employment agreement include a base salary, deferred compensation, options to purchase 125,000 shares
that vest in equal increments over three years at an exercise price of $2.61 per share, a retention award, in
addition to health, disability and life benefits.
Mr. Charbonneau has not entered into any arrangement or understanding with any other persons in
connection with his appointment as the Company’s chief financial officer and principal accounting
officer.
Mr. Charbonneau is not related to any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.
Since the beginning of its last fiscal year, in addition to his employment agreement, Mr. Charbonneau
entered into a related transaction with the Company in connection with his prior appointment as a director
of the Company. The compensatory terms of his director’s compensation agreement included options to
purchase shares, and a singular issuance of common shares issuance. Options granted to Mr. Charbonneau
pursuant to this agreement will continue to vest as part of the consideration given under his present
employment agreement.
(d)
Effective December 5, 2012, the board of directors of the Company appointed Raymond Tellini
to serve as a member of the Company’s board of directors until the next annual meeting of its
stockholders. Mr. Tellini is forty six (46) years old.
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Mr. Tellini is currently the managing member of Brennecke Partners LLC, a private investment firm that
makes specialty finance and growth capital investments. Prior to joining Brennecke in 2006, Mr. Tellini
worked as a principal at the hedge fund Palladin Group, L.P. and its successor firm, Imperium Partners
Group L.P. While at Imperium and Palladin, Mr. Tellini was responsible for PIPE transactions as well as
specialty finance and venture capital investments.
Mr. Tellini has served as a director of Typhoon Touch Technologies, Inc. since February 2008. Typhoon
was involved in protecting its touch screen technology and commercializing intellectual property.
Mr. Tellini brings to his new position independent management oversight with a solid accounting
background garnered over two decades of accounting, management and investment experience. He is a
certified public accountant, inactive, with a bachelor's of science degree in accounting from Lehigh
University and a master's degree in business administration and finance from New York University Stern
School of Business.
For purposes of determining director independence, the Company has applied the definitions set out in
NASDAQ Rule 4200(a) (15). Under this Rule, a director is not considered to be independent if he or she
is also an executive officer or employee of the corporation. Accordingly, the Company deems Mr. Tellini
to be an independent director.
The Company expects at this time that Mr. Tellini will serve on each of its Audit, Compensation,
Nominating and Ethics Committees.
Mr. Tellini has entered into a board of director’s compensation agreement with the Company in
connection with his appointment to the board of directors. The compensatory terms of the agreement
include options to purchase 175,000 shares, 25,000 of which vest immediately with the remainder vesting
in equal increments over three years with an exercise price of $2.61 per share.
Mr. Tellini has not entered into any arrangement or understanding with any other persons in connection
with his appointment as a director of the Company.
Mr. Tellini is not related to any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.
Since the beginning of its last fiscal year, Mr. Tellini has not entered into any related transaction with the
Company except in connection with his director compensation agreement.
_____________________________________________________________________________________
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ITEM 7.01
REGULATION FD DISCLOSURE
The Company has made available on its website at www.abakaninc.com/presentations.html an Executive
Informational Overview®, prepared by Crystal Research Associates LLC, dated December 6, 2012,
intended as a general introduction to its business.
The Company is furnishing said information in this Current Report on Form 8-K and in Exhibit 99.1 to
comply with Regulation FD. Such information shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings
under the Securities Act of 1933, as amended or the Securities and Exchange Act of 1934, as amended
whether made before or after the date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such filing.
________________________________________________________________________________
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
_____________________________________________________________________________________
(d)
Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.
Exhibit No.
Page No.
Description
10.1
Attached
Charbonneau Employment Agreement dated December 5, 2012
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.
Abakan Inc.
Date
By: /s/ Robert H. Miller
December 7, 2012
Name: Robert H. Miller
Title: Chief Executive Officer
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