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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933
NOVEMBER 21, 2005
Date of Report (Date of earliest event reported)
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SPRING VALLEY MANAGEMENT CORP
(Exact name of registrant as specified in its charter)
0-29145
(Commission File Number)
WYOMING
(State or other jurisdiction of incorporation or organization)
86-0970099
(IRS Employer Identification Number)
5151 EAST BROADWAY STE 1600
TUCSON, ARIZONA 85711
(Address of principal executive offices) (ZIP Code)
ROBERT D. HADLEY, CEO
SPRING VALLEY MANAGEMENT CORP
5151 EAST BROADWAY STE 1600
TUCSON, ARIZONA 85711
(Name and address of agent for service)
(520) 512-5465
(Telephone number, including area code of agent for service)
FORMER ADDRESS
2920 N. Swan Road Suite 206
Tucson, AZ 85712
(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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS. On November 18, 2005, at a Meeting of the
Board of Directors, pursuant to authority under Section 4 of the bylaws of the
Company, Dan Hodges, the Chief Executive Officer and Director, submitted his
resignation as Chief Executive Officer and Director for personal reasons. There
was no dispute or disagreement with the Company or its Board of Directors. The
Board of Directors accepted his resignation and, pursuant to authority,
appointed Robert D. Hadley to serve as Chief Executive Officer and Director. Mr.
Hadley was elected as Chief Executive Officer and Director and Mr. Hadley has
accepted both appointments. His biographical information is:
Mr. Hadley received his BA from the University of Chicago in 1986
and graduated from USAF Undergraduate Pilot Training at Vance AFB in
1990. Since then he has served in the active duty Air Force as a
squadron and instructor pilot in the F-16 Fighter aircraft in Korea and
several US locations. Mr. Hadley has served as a director on the board
of Fidelis Energy, and as a Trustee and financial advisor to a large
family trust. Privately, Mr. Hadley has been involved in real estate
development in Southern Arizona since 2000, and is well versed in
financial analysis and modeling. Mr. Hadley is an avid golfer.
On November 21, 2005, at a Meeting of the Board of Directors, pursuant to
authority under Section 4 of the bylaws of the Company, the Board of Directors
elected Edward P Maxwell to fill a vacancy on the Board. Mr. Maxwell was elected
as a Secretary and Treasurer and Mr. Maxwell has accepted this appointment. His
biographical information is:
Mr. Maxwell received his Bachelor of Sciences degree in 1984 from the
United States Air Force Academy. He has completed over 21 years of
active duty military service. His experience includes oversight and
management of the U.S. Air Force's Distributed Mission Training program
during its growth to a program in excess of $4 billion. Mr. Maxwell is
an avid golfer with experience in sales.
On November 21, 2005, at a Meeting of the Board of Directors, pursuant to
authority under Section 4 of the bylaws of the Company, the Board of Directors
elected Andrew J MacDonald to fill a vacancy on the Board. Mr. MacDonald was
elected as a director and Mr. MacDonald has accepted this appointment. His
biographical information is:
Mr. MacDonald received a Bachelor of Science Degree in Computer Science
from the State University of New York in Binghamton, N.Y. in 1988.
Since 1988, he has been an active duty military officer, first in the
United States Marine Corps and since 1999 with the Arizona Air National
Guard. He is currently an F-16 Instructor Pilot, Assistant Operations
Officer and has attained the rank of Major. Mr. MacDonald has been an
avid golfer for the past 15 years. He has also been the chairman and
organizer of monthly golf events for Arizona Air National Guard and
volunteer worker for the Southern Arizona Junior Golf Association.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Statements
None
(c) Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the capacity thereunto duly authorized, in Tucson, Arizona, on
the 21st day of November, 2005.
Spring Valley Management Corp
By: /s/
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Robert D. Hadley, Chief Executive Officer
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EXHIBIT INDEX
EXHIBITS
None.