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): JANUARY 26, 2009
LOCATEPLUS HOLDINGS CORPORATION
(Exact name of registrant as
specified in its charter)
000-49957
(Commission File Number)
DELAWARE 04-3332304
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 CUMMINGS CENTER, SUITE 235M
BEVERLY, MA 01915
(Address of principal executive offices, with zip code)
(978) 921-2727
(Registrant's telephone number,
including area code)
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Company announced on January 26, 2009, that it had received the consent of a
majority of the shareholders of record to the elimination of the current
classification of the Directors into different terms and replacement with a
uniform one year term for all directors, the reduction of the Board to seven
members and the election of the following individuals to the Board of Directors:
Dr. Christian T. Williamson
Richard L. Pyle
David Skerrett
Ralph Caruso
Patrick F. Murphy
James Ahern
George G. Isaac
CHRISTIAN T. WILLIAMSON, Ph.D., 35, Chairman of the Board, is currently Vice
President of Global Market Strategies at Trojan Technologies a subsidiary of
Danaher Corporation, a $10 Billion industrial conglomerate which operates within
multiple platforms including water treatment. Dr. Williamson joined Trojan in
2001 through the acquisition of Advanced UV Solutions and was promoted to
Vice-President, Global Market Strategies in January 2008 - Executive Team
Member. Prior to that, Dr. Williamson was Managing Director, Environmental
Contaminant Treatment since 2001 in Trojan. Prior to that Dr. Williamson was
Managing Partner for Advanced UV Solutions, LLP, a "spin-off" of the consulting
firm Hydro Geo Chem, Inc. The main goal of AUVS was to liquidate the asset for
Hydro Geo Chem through the sale of the AUVS Company. Dr. Williamson holds a B.S.
in Engineering Mathematics and a Doctorate in Hydrology with an emphasis in
Systems Engineering from The University of Arizona.
RICHARD L. PYLE, Ph.D., 64, Director, holds a bachelors in physics, an MBA, and
a doctorate in business. He is a former professor of management in the
University of Massachusetts system. In addition to an academic and theoretical
perspective on business management, he also brings years of management
experience across a broad range of manufacturing industries. In particular, he
brings the sales / manufacturing / distribution perspective and experience of
being an owner/manager of a sales and marketing related business. He also
provides consulting services to other businesses and is a commercial real estate
investor and property manager. Dr. Pyle also enjoys philanthropic work and
public service. The focus of his charitable work has been with children, youth,
and in higher education. Dr. Pyle has been the CEO of Continental Consolidated,
Inc. of Worcester, MA. since January 1993
DAVID SKERRETT, 57, has been Vice President of the Middlesex Corporation for 23
years. Middlesex Corporation is in the top 400 heavy civil construction
companies in the nation with $140 million in revenue. Mr. Skerrett holds a
Bachelor of Engineering from PlaceTypeplaceCollege of PlaceNameTechnology. Mr.
Skerrett is currently a member of the Board of Directors and is being nominated
to serve an additional one year term.
RALPH CARUSO 57, is the founder and President of Caruso Companies, a
conglomerate involved in many facets of industrial construction that has been in
business for over 25 years.
PATRICK F. MURPHY, J.D.,55, Nominee for Director, is the Chairman of the Pulsar
Network, Inc. Board of Directors. A graduate of the Harvard Law School
practicing in Massachusetts, he also provides consulting services to growing
businesses. He is familiar with government relations, public relations, and has
experience in developing resources and assets. Prior to his career in law he was
a manager at a prominent social service agency and handled personnel and
operation issues in a crisis-based environment. For the past ten (10) years
since September of 1998, Mr. Murphy has been an attorney for the Commonwealth of
Massachusetts Department of Mental Retardation. Mr. Murphy beneficially owns no
shares of the Common Stock of the Company. The business address of Mr. Murphy is
68 N. Main St. Ste. 101 Carver, MA 02330.
JAMES AHERN, 68, nominee for Director, is the stocktickerCOO of the Tracy Group,
a Casino Management and Development Company. The Tracy Group focuses on work-out
strategies, development of management and marketing strategies, and ground-up
development for a variety of clients. Prior to joining the Tracy Group, Mr.
Ahearn had extensive experience in executive management in a variety of areas
including 30 years experience with the Federal Bureau of Investigation where he
was nominated by the Director of the FBI for the highest award for executive
service in the U.S. Department of Justice. Mr. Ahearn recently served on the
Board of Directors, and acted as a consultant to Trackpower, Inc., a company
operating two race tracks/casinos in New York State. He has held gaming licenses
in New York, StateArizona, placeStateOregon and placeStateWashington, as well as
the National Indian Gaming Commission.
GEORGE G. ISAAC, CPA , 63, Nominee for Director, is a Massachusetts Certified
Public Accountant and is affiliated with Massachusetts Board of Certified Public
Accountants and the American Institute of Certified Public Accountants. He is
well experienced in all areas of financial management having practiced as a CPA
for 25 years within a financial career that reaches back nearly 40 years. His
experience includes management, business consulting, budgeting, managerial
accounting, risk management, internal controls, tax advice and preparation,
financial planning and reporting, audit functions, banking functions, and all
treasury functions including stocktickerSEC compliance. Specifically, his
current practice involves services as a consulting CFO. In the past he has
served as CFO for a publicly traded company, a managing partner of a public
accounting firm, has managed a commercial office building. As a board member of
a community bank and a publicly traded company he has served as a member and is
familiar with the functioning of board audit committees, executive committees,
and compensation committees. His experience includes the negotiation of
significant expansion and growth credit availability but also downsizing to
maintain profitability where necessary. He is proficient in Russian and German.
For the past five years Mr. Isaac has served as a consulting Chief Financial
Officer for several closely businesses in placeStateMassachusetts with
responsibility for all financial planning and reporting, tax preparation,
banking and related treasury functions for each of his clients. The business
address of Mr. Isaac is Street36 Whisper Drive CityWorcester, MA 01609.
ITEM 8.01 OTHER EVENTS
The Company announced that on January 26, 2009 it had received the consent of a
majority of the shareholders of record to amend the Certificate of Incorporation
to increase the number of shares of Common Stock authorized for issuance by the
Corporation from 25,000,000 shares to 50,000,000 shares.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
---------------- -------------
99.2A1 Certificate of Amendment of the Third
and Restated Certificate of Incorporation
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.
LOCATEPLUS HOLDINGS CORPORATION
By /s/ James C. Fields
James C. Fields
President and CEO
Date: January 26, 2009