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)
February 9, 2007
Mortgage Assistance Center Corporation
(Exact name of registrant as specified in its charter)
Florida 000-21627 06-1413994
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2614 Main St.
Dallas, Texas 75226
(Address of principal executive offices including Zip Code)
(214) 670-0005
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(Registrant's telephone number, including area code)
N/A
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(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 1.01. Entry into a Material Definitive Agreement
Effective as of February 9, 2007, Mortgage Assistance Center Corporation
(the "Company") entered into a new employment agreement (the "Johnson Employment
Agreement") with Ron Johnson, a resident of Texas (hereinafter referred to as
"Mr. Johnson"). Pursuant to the Johnson Employment Agreement, Mr. Johnson will
receive an annual base salary of two hundred thousand dollars ($200,000) and a
cash bonus equal to fifty percent (50%) of his base salary, contingent upon the
Company's meeting or exceeding the annual financial budget projection for any
fiscal year as approved by the Board, in addition to any bonuses or incentive
compensation granted by the Board in its sole discretion. Mr. Johnson will serve
the Company as its President and Chief Executive Officer.
Upon execution of the Johnson Employment Agreement, Mr. Johnson was granted
incentive options for a total of one million (1,000,000) shares of the Company's
common stock under the Company's stock option plan (the "Incentive Stock
Options"). One third of such Incentive Stock Options became exercisable upon the
full execution of the Johnson Employment Agreement, and the remaining two thirds
of such Incentive Stock Options shall become exercisable with one half of the
two thirds being exercisable on each of the subsequent two successive
anniversary dates of the Johnson Employment Agreement, provided that Mr. Johnson
is employed by the Company on each such anniversary date.
The Johnson Employment Agreement has a term of of two (2) years, commencing
February 9, 2007, and automatically renews for successive one-year periods as of
each successive anniversary date. Either party may terminate the agreement upon
the provision of 90 days' prior written notice to the other party. However,
should the Johnson Employment Agreement be terminated by the Company without
good cause, Mr. Johnson is entitled to receive all compensation and benefits
provided under the Johnson Employment Agreement for the remainder of the
calendar year in which the termination occurs and for the succeeding calendar
year.
The Johnson Employment Agreement is attached as Exhibit 10.12.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Naming of New Director
On February 9, 2007, Ron Johnson was elected to serve as a member and
Executive Chairman of the Board of Directors of the Company.
Change in Title of Principal Officers
As of February 9, 2007, Dale Hensel ceased to serve the Company as
President and Chief Executive Officer, and will instead serve the Company in the
capacity of Senior Vice President, as described below.
As of February 9, 2007, the Company's Board of Directors determined to
eliminate the title of Chief Operating Officer. Although Dan Barnett remains
employed by the Company, he no longer holds the title of Chief Operating
Officer. Mr. Barnett's employment agreement with the Company (the form of which
was attached as Exhibit 10.11 to the Company's Form 8-K filed December 6, 2006)
remains in effect.
Appointment of Principal Officers
Ron Johnson
On February 9, 2007, Ron Johnson was appointed President and Chief
Executive Officer of the Company.
Mr. Johnson has extensive management experience. From June 2006 through
February 2007, he served as an independent management consultant. From November
2004 until June 2006, Mr. Johnson was President and CEO of Minyard Food Stores,
a Texas based grocery chain and from September 2002 until August 2004, Mr.
Johnson served as Chief Executive Officer of ICM, LLC, a floor care management
company servicing retail stores in over 30 states. From March 2001 until August
2002, Mr. Johnson was an advisor to the Board of Directors of Sutton Place
Gourmet.
See Item 1.01 for a description of the Johnson Employment Agreement.
Dale Hensel
On February 9, 2007, Dale Hensel was appointed Senior Vice President of the
Company. Mr. Hensel's employment with Company will continue to be governed
pursuant to his existing employment agreement with the Company, the form of
which was attached as Exhibit 10.10 to the Company's Form 8-K filed December 6,
2006.
Item 9.01. Financial Statements and Exhibits
Exhibits
10.12 Johnson Employment Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Mortgage Assistance Center
Corporation
(Registrant)
Dated: February 15, 2007 By: /s/ Ron Johnson
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Name: Ron Johnson
Title: President and CEO