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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) January 7, 1997 (Agreement
dated February 28, 1997)
LEADING-EDGE EARTH PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
State of Oregon 93-67656-S 93-10022429
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(State of incorporation) (Commission (IRS Employer
file number) identification no.)
319 Nickerson St. #186, Seattle, Washington 98109
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(Address of principal executive offices)
Registrant's telephone number, including area code: 800-788-3599
no change
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(Former name or former address, if changed since last report)
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8-K INFORMATION
David Moran of Brentwood Tennessee has been retained by the Company to be its
President. He became official on March 5, 1997 when a consent resolution
became fully agreed to by the Companies Board of Directors. Subject letter of
engagement is attached as an exhibit.
LEADING-EDGE EARTH PRODUCTS, INC.
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(Registrant)
Date: March 24, 1997 Grant C. Record, Secretary
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Leading Edge Earth Products Inc
Williamsport, PA 17701
Ph: 717-322-6600
Fax: 717-322-5656
Tuesday, January 07, 1997
David Moran
906 Oxford Court
Brentwood, TN.37027
FAX: 615-371-6644
Dear David:
I am pleased to offer you the position of President of Leading-Edge Earth
Products, Inc., with the following compensation and considerations. Since much
of the long-term structure of our company compensation plans, benefits,
infrastructure, and management direction, will depend heavily on your
involvement and guidance, I propose an initial compensation schedule to
compensate you during our initial phase together.
Initial Compensation:
For an initial 3 month period, compensation will consist of a contract salary
(1099 basis) of $10,417 per month, payable monthly at $5,000 as an advance
retainer, and $5,500 accrued monthly on Leading-Edge Earth Products, Inc.
books. Accrued amounts are payable upon termination of employment during the
initial phase, or upon conversion to an employment contract. While the term of
this period is expected to be no more than 3 months, it depends on our funding
efforts and their time frame. It may be necessary to extend this period for a
period no longer than 3 additional months. The corporate status will be
mutually reviewed by both of us if the extension is needed.
Should personal interests prevent your full-time activity, we request that you
keep track of time off and credit the retainer during your absence.
During this initial phase, Leading-Edge Earth Products, Inc. will pay
reasonable and customary expenses for travel, meals and lodging by direct bill
(when available) or by timely payment of expense reports.
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Stock Option:
Upon accepting the position, we will grant you a 300,000 share option with
piggyback registration rights (or S-8 Registration as appropriate). The option
striking price will be $0.75 per share.
Employment contract:
Once our funding efforts have enabled us to structure a long-term contract, (as
expected within the 3-6 month period described above), we will jointly prepare
and present to the Board of Directors a contract that includes compensation of
$10,417 per month salary and benefits including health, disability and life
insurance, vacation, holidays, 401K, and an incentive plan commensurate with
the responsibilities and objective that we will define together during the
initial phase. We will also address any future additional opportunities, such
as positions, equity and profits that you help develop.
Relocation:
Upon agreement that relocation will be necessary to effectively perform your
responsibilities, should TN not prevail, and an otherwise more suitable
location is selected, Leading-Edge Earth Products, Inc. will pay reasonable and
customary expenses related to relocating you and your family.
Duties:
Initial 3 to 6 month period
1. Support Agile with organizing sales effort and obtaining orders.
2. Assist Agile with organizing VA production to respond to sales orders and
demo requirements.
3. Assist Agile to identify and hire a Sales/Distributor/Sales Rep manager and
organize the sales management and system required.
4. Assist Agile to identify and hire a construction industry experienced
President.
5. Head up the effort to locate LEEP manufacturing facilities to lease;
targeting TN as the first choice location.
Intermediate term:
1. Head up planning of the new manufacturing plant for LEEP's Structural Core
product.
2. Head up specifying, ordering and installation of LEEP's metal
forming/Polyiso lamination production line equipment and related leasehold
improvements.
3. Head up identifying and hiring plant, G & A and sales/marketing management
and other personnel as required.
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Long term:
Preside, as President, of LEEP's overall corporate activities:
- G & A
- Manufacturing
- Sales/marketing
I believe the above covers all of the major issues you and I and Tom have
introduced and discussed. Please review and advise.
The above job offer is subject to Board ratification, for which I take full
responsibility. In this connection, we may make a trip to West Coast and
possibly Atlanta, to meet some of our directors.
I am pleased you see the LEEP opportunity and are motivated by the challenge
ahead.
Sincerely,
Grant C. Record
CEO