UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 6, 2009
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Secured Digital Storage Corporation
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(Exact Name of Registrant as Specified in Its Charter)
New Mexico 0-9500 85-0280415
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(State or other jurisdiction) (Commission File Number) (I.R.S. Employer
Identification No.)
2001 Butterfield Road, Suite 1050, Downers Grove, IL 60515
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(Address of Principal Executive Offices, Including Zip Code)
(630) 271-8590
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 31, 2009, Secured Digital Storage, LLC (the Company)
refinanced its equipment lease from Hewlett Packard in to a Term Note for
$1,216,369 (Term Note) with The Northern Trust Company, a Illinois Banking
Corporation. The Term Note has a maturity date of April 30, 2009.
The Term Note has an interest rate equal to the Prime-Based rate, which shall
mean the greater of (i) 3% or (ii) The Prime Rate plus 2%. Accrued interest is
due at the maturity of the Term Note. In the case of default the Company will
pay an additional interest rate of 2% on the unpaid principal or the Term Note.
The Term Note is secured by the Pledge Agreement executed by Mellon Enterprises,
Limited Partnership, dated December 14, 2007 and payment has been
unconditionally guaranteed by Mellon Enterprises Limited Partnership.
Section 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 7, 2009, Larry Malone resigned as President and Chief Operating Officer
and Patrick Gainer resigned as Chief Financial Officer.
On March 12, 2009 Richard Dent resigned as Director of the Company.
On March 6, 2009, Lee Wiskowski was appointed Chief Executive Officer and
Douglas Stukel was appointed as Executive Chairman.
The biographical information on the new officers is as follows:
Lee Wiskowski , 42
Lee Wiskowski is currently a Managing Partner of Momentum Capital LLC, a
boutique merchant banking and investment firm. Additionally, Mr. Wiskowski is
the current co-CEO and Director of NaeroDynamics, Inc. (NDYN), an emerging
software company providing data cleansing and optimization services for
telecommunications carriers and enterprise class corporations. He also serves as
a director of Secured Digital Storage, Inc. (SDGS), an online digital data
storage company, and also a director of Affluence Corporation (AFFU). Mr.
Wiskowski was co-CEO of Capital Growth Systems, Inc. (CGSY) from October 2004 to
September 2006 and served as Director until May 2008. CGSY a/k/a Global
Capacity, Inc. is a telecommunications network optimization company and Virtual
Network Operator (VNO)
In 1994, Mr. Wiskowski was the co-founder of Madison Securities and early in
1999 was a co-founder of Advanced Equities, Inc., both NASD licensed
broker-dealers focusing on emerging growth companies. During his tenure with
these two companies, he had significant responsibility in the companies' raising
of capital for private and public placements, primarily for high technology
companies. Since September 2003, Mr. Wiskowski has been engaged in the business
of providing financial and advisory services to public emerging growth companies
through Momentum Capital, LLC, a privately held merchant banking company and
advisory firm. As a principle for NaeroDynamics, Inc., Secured Digital Storage
Inc., and Affluence Corporation his primary focus is related to the location of
potential merger candidates, the negotiation of agreements with those candidates
and the provisioning of capital investment and advisory services related to
those companies.
Douglas Stukel 39
Mr. Stukel is the Executive Chairman of Secured Digital Storage, Inc. (SDGS).
Mr. Stukel is the Chairman of Affluence Corporation,(AFFU) which is a direct
marketing company aggregating the largest organization of the world's most
affluent people.
In addition, Mr. Stukel is the Co-CEO and a Board Member of NaeroDynamics, Inc.
(NDYN), an emerging software company providing data cleansing and optimization
services for telecommunications carriers and enterprise customers.
Mr. Stukel is a former Director and Co-CEO of Capital Growth Systems, Inc.
(CGSY) a company operating in the bandwidth connectivity business serving
multi-national carriers, system integrators and Fortune 1000 corporations.
Mr. Stukel is also a Managing Partner for Momentum Capital, LLC in Chicago, a
boutique merchant banking and investment firm.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 - Promissory Note
SIGNATURE
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.
Dated: March 13, 2009 Secured Digital Storage Corporation
By: /s/ Lee Wiskowski
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Lee Wiskowski
Executive Vice President/Director