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) June 21, 2005
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BPK Resources, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-27339 88-0426887
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
234 Union Boulevard, First Floor
Totowa, New Jersey 07512
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 956-8400
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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. 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))
Section 5 - Corporate Governance and Management
Item 5.02 Departures of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 21, 2005 the Board of Directors of BPK Resources, Inc., a Nevada
corporation (the "Company"), filled vacancies on the Board by appointing Cecile
T. DiBona and Michael Rosenbaum to serve as directors of the Company. There were
no arrangements or understandings between Ms. DiBona or Mr. Rosenbaum and any
other person pursuant to which either Ms. DiBona or Mr. Rosenbaum was elected as
a director. The Company does not have any committees of its Board of Directors.
Accordingly, neither Ms. DiBona nor Mr. Rosenbaum was appointed to any committee
of the Board of Directors.
Ms. DiBona is the sole owner and President of ESC Consulting Corp. ("ESC
Consulting"), a Pennsylvania based private management consulting firm. On May
31, 2002, the Company entered into a three-year consulting agreement with ESC
Consulting to provide management services to the Company in consideration of
monthly consulting fees in the amount of $6,000. During the fiscal years ended
December 31, 2004, 2003 and 2002, the Company recorded consulting fees under
this agreement of $72,000, $72,000 and $48,000, respectively.
In connection with their election to the Board, the Company issued to each
of Ms. DiBona and Mr. Rosenbaum a stock option to purchase 50,000 shares of
common stock of the Company at an exercise price of $.17 per share, the last
sale price of the Company's common stock as reported on the OTC Bulletin Board
on the date of grant. The options have a term of five (5) years and were fully
vested on the date of grant.
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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.
BPK RESOURCES, INC.
Date: June 23, 2005 By: /s/ Christopher H. Giordano
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Christopher H. Giordano
Chief Executive Officer and Treasurer
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