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) June 7, 2006
ADUDDELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 000-24684 73-1587867
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1601 N.W. Expressway
Oklahoma City, Oklahoma 73118
(Address of principal executive offices) (Zip Code)
(405) 810-2969
(Registrant's telephone number, including area code)
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[__] 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))
Information to be Included in the Report
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Debra G. Morehead
The Board of Directors of Aduddell Industries, Inc. (the "Company") met
June 7, 2006, immediately following the conclusion of the Company's Annual
Meeting of its shareholders. At that meeting, Ms. Debra G. Morehead submitted
her resignation to the Board due to family and personal reasons. There were no
disagreements between Ms. Morehead and the Company.
Stan Genega
General Stan Genega, U.S. Army (Ret.), who was originally appointed to the
Board on April 1, 2006 was officially elected by the shareholders at the Annual
Meeting. Mr. Genega has extensive experience in all aspects of business
management, from driving growth to cost management, and from operations to
business development. Since 2002, Mr. Genega was president of Jacques Whitford
Company Inc., an environmental engineering consulting company. While there, Mr.
Genega rapidly turned the company around, achieving profitable operations within
six months for the first time in over two years. From 1997-2001, Genega was
Senior Vice President of Stone & Webster Inc./Shaw Group where he oversaw a
doubling of revenues to $200 million, achieved profitability and participated in
the transition to the new ownership following the sale to Shaw. From 1988
through 1997, Genega filled various posts in the United States Army, most
recently at the rank of Major General and Director of Civil Works. As Director
of Civil Works, General Genega was Chief Operating Officer of a 27,000 person,
$4 billion per year agency with 900 separate locations within the United States.
Timothy Aduddell
Additionally, the Board of Directors appointed several new officers.
Timothy Aduddell was appointed as Chairman of the Board of Directors and Chief
Operating Officer. Mr. Aduddell is the founder and Chairman of Aduddell Roofing
& Sheet Metal, Inc. ("Aduddell Roofing"), a nationwide commercial roofing
contractor and was the sole owner of Aduddell Roofing until the Company acquired
it in October 2002. On January 3, 2005, Mr. Aduddell became President of
Aduddell Roofing. Prior to Mr. Aduddell resuming the role of President of
Aduddell Roofing in 2005, he performed various sales and public relations
services for Aduddell Roofing and served as its Chairman. Mr. Aduddell
previously served as our Chairman from March 2002 to August 2002.
David Aduddell
David Aduddell was appointed as Vice Chairman of the Board of Directors.
David Aduddell has been the Manager of Oklahoma Development Group, LLC, a
commercial construction company, since 2002. Since September 2004, he has
assisted the Company in marketing and business development. From 1998-2002, Mr.
David Aduddell worked in business development with The Naylor Companies. David
Aduddell and Timothy Aduddell are cousins.
Reggie Cook
Reggie Cook, who has been serving as the Company's Chief Financial Officer
since January 1, 2006 was also appointed as Secretary of the Company. Prior to
joining Zenex International, Mr. Cook worked for five years at AMS Health
Sciences, Inc, where he was Chief Financial Officer. During his tenure at AMS
Health Sciences, a distributor of natural nutritional supplements and weight
management products across the U.S. and Canada, Mr. Cook negotiated and directed
strategic acquisitions, implemented policies, procedures and supporting
documentation to comply with Sarbanes-Oxley provisions.
Related Party Transactions of Messrs. Timothy and David Aduddell
Loan to Affiliate. Before the Company's acquisition of Zenex Communications
in 2000, Fireball Enterprises advanced working capital to Zenex Communications,
which it converted to 7.4 million shares of Zenex common stock. Fireball had
borrowed the funds it advanced to Zenex Communications from Aduddell Roofing.
Aduddell Roofing's loan to Fireball is due in February 2007 and bears interest
at the Federal mid-term rate. It is secured by the Zenex common stock and
personally guarantied by Timothy Aduddell. The Company acquired the loan when it
acquired Aduddell Roofing. The terms of the loan have not been modified since it
was made in 2000. As of December 31, 2005, the loan amount was $1,730,430. At
the time of these transactions, Mr. Timothy Aduddell owned a portion of
Fireball. He now owns 100% of Fireball.
Payments to Affiliate. During 2004 and 2005, the Company made payments of
approximately $1.3 million and $8.9 million, respectively, to Oklahoma
Development Group, LLC. Oklahoma Development Group was instrumental in securing
contracts and acted as the general contractor in connection with projects
arising out of hurricanes that occurred in Mississippi and Florida in 2004 and
2005, which resulted in revenues to Aduddell Roofing of approximately
$11,000,000 in 2004 and $42,000,000 in 2005. Of the amounts paid to Oklahoma
Development Group, a significant portion was passed through to subcontractors
hired by Oklahoma Development Group. Without the assistance of Oklahoma
Development Group, the Company would not have had the contract or the manpower
to manage work resulting from the storms in such a short period of time. Mr.
Timothy Aduddell owns 50% of Oklahoma Development Group and our Director, David
Aduddell, owns the other 50%.
Office Lease. Aduddell Roofing leases office and warehouse space from
Aduddell Holdings, Inc., a corporation owned by Timothy Aduddell, a director and
majority shareholder. The lease is on a year-to-year basis. The current term
expires on September 30, 2006. The monthly lease payments are $16,250, which we
believe are competitive with the cost of similarly situated and equipped
facilities.
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.
ADUDDELL INDUSTRIES, INC.
REGGIE COOK
Reggie Cook
Chief Financial Officer and Secretary
June 13, 2006