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 (Date of earliest event reported): November 3, 2004
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AGU ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
005-79752 84-1557072
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(Commission File Number) (IRS Employer Identification No.)
3200 West Oakland Park Blvd, Lauderdale Lakes, Florida 33311
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(Address of Principal Executive Offices) (Zip Code)
(954) 714-8100
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(Registrant's Telephone Number, Including Area Code)
11077 Biscayne Blvd, Suite 100, Miami, Florida 33161
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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 (see General Instruction A.2):
|_| 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
See Item 5.02(c) "Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers" below.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On November 3, 2004, in connection with his appointment as
our Executive Vice President and Chief Financial Officer, John W. Poling
resigned as Chairperson of our Audit Committee and, as of such date, no longer
serves as a member of our Audit Committee. Mr. Poling was first elected to our
Board of Directors in April 2004 and was appointed Chairperson of our Audit
Committee in July 2004. Mr. Poling will continue to serve as a Class III
Director.
(c) On November 3, 2004, we appointed John W. Poling as our
Executive Vice President and Chief Financial Officer, to serve in accordance
with that certain Employment Agreement, dated as of November 1, 2004 (the
"Agreement"), the material terms and conditions of which are set forth below:
o Mr. Poling will serve as our Executive Vice President
and Chief Financial Officer for an initial term of three
(3) years, unless otherwise earlier terminated by us or
Mr. Poling;
o Mr. Poling will receive an annual salary of $200,000,
$1,346.15 per week of which will be deferred until we
raise a minimum of $5,000,000 in equity or equity
equivalent financing;
o Mr. Poling will be entitled to participate in (i) any
present or future health, accident, retirement or
similar employee benefit plans provided by us to our
employees and (ii) any present or future bonus,
insurance, pension, retirement, profit sharing, stock
option or other compensation or incentive plans;
o Mr. Poling will be entitled to three weeks vacation per
year;
o Mr. Poling will be reimbursed for all commuting and
living expenses until he relocates, as well as for any
and all expenses incurred in connection with his
relocation to our offices in Florida, including, without
limitation, assistance with certain costs in connection
with acquiring a residence in Florida;
o the Agreement may be terminated (i) by Mr. Poling upon
ninety (90) days written notice to us, (ii) by us with
or without cause, or (iii) upon the death or permanent
disability of Mr. Poling;
o the Company shall have "cause" to terminate Mr. Poling
upon (i) his failure to substantially perform his
material duties in our reasonable discretion, other than
any such failure resulting from incapacity due to
physical or mental illness, (ii) his engaging in gross
negligence or willful misconduct injurious or
potentially injurious to us in our reasonable
discretion, (iii) his violation of the non-competition,
non-solicitation and confidentiality covenants contained
in the Agreement in our reasonable discretion, or (iv)
his conviction of any crime, other than a misdemeanor;
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o if Mr. Poling's employment is terminated for any reason
other than by us without cause, Mr. Poling will receive
his annual salary plus any salary deferrals and
reimbursable expenses through the date of termination;
o if Mr. Poling's employment is terminated by us without
cause, Mr. Poling will receive severance in an amount
equal to one year's salary, payable in twelve monthly
payments; and
o Mr. Poling will be bound by certain non-competition,
non-solicitation and confidentiality covenants for a
period equal to two years after the termination of his
employment.
The above description of the Agreement is qualified in its
entirety by reference to the full and complete text of the Agreement which is
attached to this Current Report on Form 8-K as Exhibit 10.1.
Prior to his appointment as our Executive Vice President and
Chief Financial Officer, Mr. Poling was a partner at Tatum Partners, LLP, which
he joined in 2002. Prior to joining Tatum Partners, LLP, Mr. Poling served as
Chief Financial Officer of U.S. Plastic Lumber Corp., a manufacturer and
distributor of plastic lumber products, from 1999 to 2002. Mr. Poling serves on
the board of directors of Kreisler Manufacturing Corporation, a manufacturer and
distributor of metal aircraft engine and industrial turbine components, and
SystemOne Technologies Inc., a manufacturer and distributor of self-contained
recycling parts washers. As described in Item 5.02(b) above, Mr. Poling has
served as a member of our Board of Directors since April 2004 and served as
Chairperson of our Audit Committee from July 2004 to November 2004. During 2004,
we paid Mr. Poling an aggregate of $49,250 in consulting fees.
(d) On November 3, 2004, in connection with Mr. Poling's
resignation from our Audit Committee, the majority of our directors then in
office, in accordance with Article FIFTH, paragraph (d) of our Articles of
Incorporation and Section 2.04 of our Bylaws and upon the recommendation of our
Nominating and Corporate Governance Committee, increased our Board of Directors
to six (6) members and appointed Marc Gelberg as a director and as Chairperson
of our Audit Committee, to hold office until the 2005 Annual Meeting of
Shareholders and until his successor shall have been duly elected and qualified.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
The following exhibit is filed with this Current
Report on Form 8-K:
Exhibit Description
10.1 Employment Agreement, dated as of November
1, 2004, between AGU Entertainment Corp.
and John W. Poling.
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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.
Dated: November 9, 2004 AGU ENTERTAINMENT CORP.
By: s/ David C. Levy
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Name: David C. Levy
Title: President
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