UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
October 5, 2005
MANARIS CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-33199 88-0467848
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(State or other jurisdiction (Commission File No.) (IRS Employer ID)
of incorporation)
1155 Rene-Levesque Blvd. West
Suite 2720
Montreal, Quebec
Canada H3B 2K8
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(Address of principal executive offices and Zip Code)
(514) 337-2447
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(Registrant's telephone number, including area code)
WITH COPIES TO:
DARRIN OCASIO ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF AMERICAS
NEW YORK, NEW YORK 10018
Tel:(212) 930-9700 Fax:(212) 930-9725
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 16, 2005, Manaris Corporation ("the Company") entered into a Final
Release and Indemnity Agreement (the "Agreement") with Stephane Solis in
connection with Mr. Solis' resignation as the Company's Chief Executive Officer
and as a Director of the Company and its subsidiaries.
Under the Agreement, the Company agreed to issue to Mr. Solis 600,000 options
exercisable at $.0001. The shares underlying the options are issuable pursuant
to the Company's Non-Qualified Stock Option Plan. The aforementioned securities
were issued in reliance upon the exemption afforded by the provisions of
Regulation D, as promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In addition, the Company agreed to pay
$30,000 CDN to Mr. Solis upon execution of the Agreement. The Company also
placed $400,000 CDN in trust to pay taxes for which Mr. Solis may be liable as a
result of serving as a Director of the Company's subsidiaries.
Under the Agreement, Mr. Solis agreed to release and forever discharge the
Company, together with all of its respective officers, employees, servants,
agents, its successors and assigns, and subsidiaries jointly and severally from
any actions, causes of action, suits, debts, dues, accounts, bonds contracts,
covenants, whether express or implied, claims, (including all statutory claims,
benefits or severance) and demands whatsoever, including but not limited to the
laws specified in the Agreement, and demands or action for damages, indemnity,
costs, interest, loss or injury of every nature and kind whatsoever and
howsoever arising which Mr. Solis may heretofore have had, may now have, or may
hereinafter have, whether statutory or otherwise, in any way relating to his
employment, his role as a director or an officer, and termination from the
employ of the Company.
In addition, Mr. Solis agreed that he will not file any complaint, demand or
claim whatsoever concerning his termination or severance pay, unjust dismissal,
overtime or vacation pay under the laws specified in the Agreement. This Release
includes all non-salary benefits ordinarily provided to or on his behalf in
respect of his employment, including disability or other insurance, vacation
pay, any and all expenses whether incurred before, on, or after the date hereof
in respect of my employment, and any and all other statutory claims.
Mr. Solis also agreed to hold harmless and indemnify the Company from and
against all claims, charges or taxes which may be made by the Minister of Canada
Customs and Revenue Agency, Quebec Minister of Revenue, requiring the Company to
pay income tax or payments pursuant to the laws specified in the Agreement with
respect to any amounts which may in the future be found to be payable by the
Company in respect of Mr. Solis.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On September 16, 2005, Stephane Solis resigned as the Company's Chief Executive
Officer and as a Director of the Company and its subsidiaries, effective
September 30, 2005. In addition, on September 16, 2005, the Company appointed
John G. Fraser as its interim Chief Executive Officer for a minimum period of
three months pursuant to a verbal agreement.
On October 5, 2005, the Company and Mr. Fraser entered into a written employment
agreement (the "written agreement") pursuant to which Mr. Fraser will be engaged
as interim President and Chief Executive Officer of the Company for a minimum
period of three months. The engagement will end as soon as a permanent President
and Chief Executive Officer has been hired.
Pursuant to the written agreement, Mr. Fraser will receive compensation of
$18,000 CAD per month and 500,000 options exercisable at $0.38. The options are
issued pursuant to the Company's Non-Qualified Stock Option Plan 2004. 250,000
of the options vest upon execution of the agreement and the remaining 250,000
will vest upon completion of Mr. Fraser's term as interim Chief Executive
Officer. In addition, the Company will reimburse Mr. Fraser for the cost of
maintaining an apartment in Montreal and for the cost of a weekly trip to and
from Toronto.
Mr. Fraser was a partner for 20 years at KPMG Canada and Vice Chairman of the
firm for the last 4 years until his departure in January of 1998. He has been a
director of a number of publicly-traded companies and a director and Secretary
of Manaris since 2003. He is currently a partner at Catalyst Consulting, a
leading provider of legal services consulting to law firms and law departments
throughout North America.
On September 16, 2005, the Company issued a press release announcing the
resignation of Stephane Solis as the Company's Chief Executive Officer and as a
Director and the appointment of John G. Fraser as the Company's interim Chief
Executive Officer. A copy of this press release has been filed with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
ITEM 8.01 OTHER EVENTS
In connection with his appointment as the Company's interim Chief Executive
Officer, Mr. Fraser has resigned as the Company's Secretary and Treasurer. Andre
Monette, the Company's Chief Financial Officer, has been appointed as the
Company's Secretary and Treasurer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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10.1 Resignation of Stephane Solis (incorporated by reference to the Form
8-K filed by the Company on September 22, 2005)
10.2 Confidential Agreement, Final Release and Indemnity Agreement Between
Manaris Corporation and Stephane Solis (incorporated by reference to
the Form 8-K filed by the Company on September 22, 2005)
10.3 Employment Agreement between Manaris Corporation and John G. Fraser.
99.1 Press Release (incorporated by reference to the Form 8-K filed by the
Company on September 22, 2005)
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 this 11th day of October, 2005.
MANARIS CORPORATION
Dated: October 11, 2005 By: /s/ John G. Fraser
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John G. Fraser
Interim President and Chief
Executive Officer