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: October 16, 2007
TONGA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
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(State or other jurisdiction of (Commission File IRS Employer
incorporation) Number) Identification Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
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(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
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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 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS.
Mr. Barent W. Cater resigned as the Chief Executive Officer and President of
Tonga Capital Corporation (the Company), effective immediately. In connection
with his resignation, Mr. Cater and the Company entered into a Separation
Agreement, dated October 16, 2007 attached as an Exhibit to this filing. Mr.
Cater, in accordance with the Separation Agreement will receive cash of $72,095,
as payment in full on a $55,923 promissory note hold by him. The promissory note
had accrued interest of $1,172 at the date of payment. In addition, Mr. Cater
will receive $15,000 as reimbursement of legal expense incurred by Mr. Cater in
connection with his employment agreement.
The Board of Directors of the Company has not identified a candidate for the
position, at this time.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
As part of the Separation Agreement referenced above, options exercisable for
1.5 million shares of Company stock with an exercise price of $1.00 per share
and expiration date of April 15, 2012 held by Mr. Barent W. Cater, a former
officer and director of the Company, were vested in full, effective immediately.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
a) Financial Statements - Not Applicable
b) Pro Forma Financial Statements - Not Applicable
c) Exhibits - 10.1 Separation Agreement
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.
TONGA CAPITAL CORPORATION
By: /s/ Stuart C. Cater
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Stuart C. Cater, Chief
Financial Officer
Date: October 17, 2007