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) May 7, 2013
GUAR GLOBAL LTD.
(Exact name of registrant as specified in its charter)
Nevada 000-52929 95-0540833
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
407 E. Louisiana Street McKinney, Texas 75069
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 380-9677
N/A
(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:
[ ] 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. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
APPOINTMENT OF DIRECTOR AND OFFICER
Effective May 7, 2013, the Board of Directors of Guar Global Ltd. (the
"Company") appointed Mr. Michael C. Shores as Chief Executive Officer and
Chairman of the Board of Directors. There is no arrangement or understanding
pursuant to which Mr. Shores was appointed Chairman of the Board of Directors.
Mr. Shores has no family relationships with any other executive officers or
directors of the Company, or persons nominated or chosen by the Company to
become directors or executive officers. Furthermore, the Company is not aware of
any transactions requiring disclosure under Item 404(a) of Regulation S-K.
EMPLOYMENT AGREEMENT WITH MR. MICHAEL C. SHORES
On May 7, 2013, the Company entered into an employment agreement (the
"Employment Agreement") with Mr. Shores in connection with his employment as the
Chief Executive Officer and Chairman of the Board of Directors of the Company.
Pursuant to the Employment Agreement, Mr. Shores will be employed as the Chief
Executive Officer of the Company for a two year term, and will receive an
initial base salary of $7,000 per month. Mr. Shores will dedicate between thirty
and seventy percent of his time to operating the Company. Either party may
terminate the Employment Agreement upon thirty (30) days written notice or
immediately in certain other circumstances. In the event of termination for no
cause (as defined in the Employment Agreement), the Company will pay Mr. Shores
four (4) months severance. Mr. Shores and the Company also agreed to negotiate
the terms of a restricted stock award plan within sixty (60) days of the date of
the Employment Agreement. The foregoing description is qualified in its entirety
by reference to the Employment Agreement filed as Exhibit 10.1 attached hereto
and incorporated herein by reference.
PROFESSIONAL HISTORY OF MR. MICHAEL C. SHORES
Michael C. Shores, age 46, is currently the Chief Executive Officer of New China
Ventures, a finance company formed to secure capital from strategic Asian
investors for companies with "game changing" intellectual property. Mr. Shores
has held this position since November 2011. Mr. Shores is responsible for
setting strategic market objectives, evaluating intellectual property and
aligning New China Ventures clients with correct global supply chain partners
that frequently become investors as well. He also serves as one of their
"Cultural Interpreters", having worked with Asia for over 20 years now. New
China Ventures focuses on the automotive, energy, medical and technology
industries.
From September 2010, until October 2011, Mr. Shores served as President of
Cambridge Industries Group, a global company headquartered in Shanghai, China.
Cambridge Industries Group is an independent telecom OEM supplier focused solely
on GPON (Gigabit Passive Optical Network) equipment, which is an essential part
of GPON OLT (Optical Line Terminal) vendors' and service providers' end-to-end
GPON solutions. Prior to joining Cambridge Industries Group, from January 2002,
until June 201, Mr. Shores was President and Chief Executive Officer of TXP
Corporation, a company he founded and grew into an industry leader in the
standalone inter-operable GPON Customer Premise Equipment space for the
telecommunications industry. None of the foregoing businesses are an affiliate
of the Company.
Over the last two decades, Mr. Shore has been successfully involved in helping
launch new high technology products into the automotive, consumer, energy,
medical, networking, and communications market. Prior to founding TXP, Mr.
Shores helped "green field" a New Product Introduction (NPI) center in 1997 for
Flextronics in Richardson, Texas and then went on to help launch their photonics
division. Mr. Shores later negotiated successfully the spin-off of his NPI group
from Flextronics in late 2001 to form TXP. It is Mr. Shores' extensive
background in both high technology development and manufacturing, and his
entrepreneurial spirit that led the Company to appoint Mr. Shores as its new
Chief Executive Officer and director.
Mr. Shores has been a member of the Advisory Board for ASCENT Investment
Management Company since November 2011, where he is actively involved in helping
them explore new technologies. Mr. Shores served on the board and was a founding
member of the Texas-Israel Chamber of Commerce from 2007 to 2010. He also served
on the board of the American Indian Chamber of Commerce of Texas and the board
of KOPTI (Korea Photonics Technology Institute) in Gwangju, South Korea. He
holds a BSBA with a focus on Economics from the University of Arkansas in
Fayetteville.
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SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Exhibit Description
----------- -------------------
10.1 Employment Agreement, dated May 7, 2013, between Guar Global Ltd.
and Michael Shores.
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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.
GUAR GLOBAL LTD.
/s/ Michael C. Shores
-------------------------------------
Michael C. Shores
Chief Executive Officer
Date: May 10, 2013
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