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): March 22, 2010
SEAOSPA, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53640 26-1359430
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
3 Ha'hishtadrut St. Suite #6
Kiryat Yam, Israel 29056
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: +1 (877) 841-5343
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
On March 22, 2010, Seaospa, Inc., a Nevada corporation ("Seaospa" or "Company"),
appointed Messrs. Bruce Goldstein, Maurizio Vecchione, and Barry Hall to the
Company's board of directors. Messrs. Goldstein, Vecchione, and Hall were
appointed to the Company's board of directors pursuant to a Share Exchange
Agreement, dated March 5, 2010 (the "Exchange Agreement") by and among the
Company, certain stockholders of the Company, Thwapr, Inc., a Delaware
corporation, which is a mobile to mobile video and photo service provider
("Thwapr"), and certain stockholders of Thwapr. The Exchange Agreement was filed
as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on March 9, 2010.
Messrs. Goldstein, Vecchione, and Hall have not previously held any positions
with the Company, and there are no related party transactions between the
Company and Messrs. Goldstein, Vecchione, and Hall that are reportable under
Item 404(a) of Regulation S-K. As of the date of this Current Report on Form
8-K, Messrs. Goldstein, Vecchione, and Hall have not been named to any committee
of the board of directors.
BRUCE GOLDSTEIN
Since November 2008, Mr. Goldstein has served as the Chief Executive Officer of
Thwapr. Prior to becoming CEO, Mr. Goldstein served as the acting President of
Thwapr from March 2007 to November 2008. Mr. Goldstein has been a director of
Thwapr since March 2007. Mr. Goldstein was appointed CEO pursuant to an
agreement between Universal Management, Inc. and Thwapr dated November 2008. Mr.
Goldstein also presently serves as managing partner of Synthetica Holdings, LLC
("Synthetica"). Synthetica provides consulting and advisory services. Mr.
Goldstein concurrently serves as the President and CEO of Universal Management,
Inc., where he has served for the past five years.
MAURIZIO VECCHIONE
Since March 2007, Mr. Vecchione has been a board member and the Chairman of the
Board of Thwapr. Mr. Vecchione currently serves as a board member and Chairman
pursuant to a shareholder' s agreement between Synthetica (America) Ltd., a
management consulting firm of which he is the Chairman, and Thwapr, dated
November 2008. Mr. Vecchione has been the President & CEO of CompuMed, Inc. an
eHealth and telemedicine company, since June 2007. He is also a member and the
Chairman of the board of directors of Synthetica (America) Ltd., a management
consultant and California finance lender, a position he has held since November
1998. Synthetica (America) Ltd. has provided consulting services to Thwapr. He
is also a member of the Board of Directors and the Chairman of The IDEAS Studio,
Inc. an educational media company, a position he has held since March 2003. Mr.
Vecchione was also a Managing Director of Synthetica Holdings LLC, a consulting
firm from July 2004, and from July 2004 through September 2006, he was CEO of
Trestle Holdings, Inc. a medical imaging device company.
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BARRY HALL
Since November 2008, Mr. Hall has served as the Chief Financial Officer of
Thwapr. Mr. Hall had served as acting CFO of Thwapr from March 2007 to November
2008. Since March 2007, Mr. Hall has been a director of Thwapr. Mr. Hall was
appointed CFO pursuant to a shareholder's agreement between Carlaris, Inc.
("Carlaris") and Thwapr, dated November 2008. Since January 2002, Mr. Hall has
served as a managing director of Synthetica Holdings LLC, a consulting firm. Mr.
Hall concurrently serves as the President of Carlaris, which provides consulting
services to Thwapr pursuant to a consulting agreement between Carlaris and
Thwapr, dated April 1, 2009. Since May 2007, Mr. Hall has served as the
President of Hall Manor, Inc., a California based management and financial
consulting firm. From July 2004 until September 2006, Mr. Hall was the President
and CFO of Trestle Holdings, Inc., a medical imaging device company.
The Company previously filed and mailed the Information Statement required under
Rule 14(f)-1 to its stockholders on or about March 10, 2010, and the ten-day
period prior to the change in the majority of the Company's directors as
required under Rule 14(f)-1 expired on March 20, 2010.
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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.
Date: March 22, 2010 SEAOSPA, INC.
By: /s/ Yakov Terner
---------------------------------
Yakov Terner
President
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