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 19, 2007
TONGA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
- ------------------------------- ---------------------- ----------------
(State or other jurisdiction of (Commission File IRS Employer
incorporation) Number) Identification Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
--------------
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.
Appointment of Chief Executive Officer
On October 20, 2007, the Board of Directors of Tonga Capital Corporation (the
Company) appointed Mr. Gregory A. Enders as the Chief Executive Officer of the
Company. Mr. Enders has served as a director of the Company, since October 10,
2007.
The Company is in the process of finalizing the terms and conditions of Mr.
Enders employment with the Company.
Mr. Enders has served as Chief Executive Officer and/or Director of several
public and private companies including Stratasoft, Inc., Commerciant Holdings,
Inc., Intermat, Inc., Strategic Distribution, MRO Software, Inc., Integration
Systems, Inc. (d/b/a Bizmart Computer Super Centers) and Computer Productivity,
Inc. Most of these companies have been involved in existing and emerging
technologies and have included high volume hardware sales, technology
development, professional skills training, communications and electronics. For
15 years, he has simultaneously served as Chairman and CEO of Enders Racing,
LLC, a motorsports marketing and competition company to operate an NHRA Pro
Stock Championship Drag Racing Team. This team was the subject of the Disney
Movie, "Right on Track". In addition, Mr. Enders has served as President and CEO
of GEAM, Inc., an acquisitions and management company established for the
purpose of consulting in the areas of business acquisitions, financial
restructuring, strategic planning and implementation of client companies. Mr.
Enders served in the United States Air Force (both active duty and reserves)
from 1972 - 1978. From 2002 until August of this 2007 Mr. Enders served on the
Development Board of Texas A&M's Mays Business School.
Resignation of Chief Financial Officer
On October 19, 2007, the Company entered into a Separation Agreement with Mr.
Stuart C. Cater. As a result of the Separation Agreement, Mr. Cater has resigned
as the Company's Chief Financial Officer and Secretary, effective October 19,
2007.
As part of the Separation Agreement, Mr. Cater will receive a severance payment
of $60,000, initially, and in addition he will receive a monthly payment of
$7,500 for 12 months, starting November 15, 2007. In addition, of the 2,000,000
options granted for shares of the Company, held by Mr. Cater, 375,000 shares
are fully vested and exercisable, immediately. The remaining 1,625,000 options
held by Mr. Cater were cancelled.
The Board of Directors of the Company has not identified a candidate for the
position, at this time.
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/ GREGORY A. ENDERS
-------------------
GREGORY A. ENDERS,
CHIEF EXECUTIVE OFFICER
Date: October 25, 2007