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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933
May 23, 2005
Date of Report (Date of earliest event reported)
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CHANTICLEER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
0-29507
(Commission File Number)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2102141
(IRS Employer Identification Number)
6836 Morrison Blvd. Suite 200
Charlotte, North Carolina 28211
(Address of principal executive offices) (ZIP Code)
Ross E. Silvey, CEO
Chanticleer Holdings, Inc.
6836 Morrison Blvd, Suite 200
Charlotte, NC 28211
(Name and address of agent for service)
704-366-5054
(Telephone number, including area code of agent for service)
Tulvine Systems, Inc.
7633 East 63rd Place, Suite 220
Tulsa, Oklahoma 74133
(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. below):
|_| 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))
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Copy to:
James Reskin
Reskin & Associates
520 South Fourth Street,
Louisville, KY 40202-2577
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers. On May 23, 2005, at a Meeting of the Board of
Directors, pursuant to authority under Section 4 of the bylaws of the Company,
the Board of Directors elected Michael Pruitt D. Pruitt to fill a vacancy on the
Board. Mr. Pruitt was elected as a director and Mr. Pruitt has accepted this
appointment. His biographical information is:
A long-time entrepreneur with a proven track record, he possesses the
expertise to evaluate potential investments, form key relationships and
recognize a strong management team. Mr. Pruitt founded Avenel Financial
Group, a boutique financial services firm concentrating on emerging
technology company investments. The business succeeded immediately, and
in order to grow Avenel Financial Group to its full potential and
better represent the company's ongoing business model, he formed Avenel
Ventures, an innovative technology investment and business development
company. In the late 1980s, Mr. Pruitt owned Southern Cartridge, Inc.,
which he eventually sold to MicroMagnetic, Inc., where he continued
working as Executive Vice President and a Board member until the
company was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr.
Pruitt worked in a trucking firm where he was instrumental in
increasing revenues from $6 million to $30 million. The firm was sold
in 1996 to Priority Freight Systems. Between 1997 and 2000, Mr. Pruitt
assisted several public and private companies in raising capital,
recruiting management and preparing companies to go public or be sold.
He received a Bachelor of Arts degree from Coastal Carolina University
in Conway, South Carolina, where he sits on the Board of Visitors of
the Wall School of Business. Mr. Pruitt is currently the Vice-Chairman
of RCG Companies Incorporated.
On May 23, 2005, at a Meeting of the Board of Directors, pursuant to authority
under Section 4 of the bylaws of the Company, the Board of Directors elected
William Block to fill a vacancy on the Board. Mr. Block was elected as a
director and Mr. Block has accepted this appointment. His biographical
information is:
William Block has been active in small cap investing for over thirty
years, both on the buy-side and on the sell-side. Mr. Block is well
known for discovering small companies that have become future leaders,
such as McDonalds, H&R Block, Tandy, and Hospital Corporation of
America (now Columbia HCA). Mr. Block founded W.A.B Capital, an
investment research boutique that specializes in providing equity
research and investment advisory to financial institutions. Mr. Block's
niche is identifying rapidly growing, yet undervalued publicly traded
companies. William Block and W.A.B. Capital have been featured or
quoted in publications such as the Wall Street Journal, Buyside
Magazine, the Wall Street Transcript, and Business Week.
On May 23, 2005, at a Meeting of the Board of Directors, pursuant to authority
under Section 4 of the bylaws of the Company, the Board of Directors elected
Michael Carroll to fill a vacancy on the Board. Mr. Carroll was elected as a
director and Mr. Carroll has accepted this appointment. His biographical
information is:
Mike Carroll currently owns and operates a sales and training
consulting firm based in Richmond, Virginia. Mr. Carroll has also
served as a director for RCG Companies Incorporated since January of
2004. Mr. Carroll previously spent 22 years in the distribution
business, 19 of which were in computer products distribution. From 1997
to 1999, he was a division president at Corporate Express, a publicly
traded business-to-business office products and service provider. In
1978, Mr. Carroll founded MicroMagnetic, Inc., a computer supply
distribution company that he sold to Corporate Express in 1997. Mr.
Carroll holds a Bachelor's Degree in Business Management from The
College of William & Mary in Williamsburg, Virginia, and a Master's
Degree in Business Administration from Virginia Commonwealth
University.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the capacity thereunto duly authorized, in Charlotte, North
Carolina on the 23rd day of May 2005.
Chanticleer Holdings, Inc.
By: /s/ Ross E. Silvey
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Ross E. Silvey, Chief Executive Officer
EXHIBIT INDEX
Exhibits
None.