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
December 3, 2014
Date of Report (Date of earliest event reported)
FIRST AMERICAN SILVER CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-54327 98-0579157
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11380 S. Virginia St
Suite 2011
Reno, Nevada 89511
(Address of Principal Executive Offices)
888-332-3660
(Registrant's telephone number, including area code)
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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(A) RESIGNATION OF DIRECTOR
Effective November 1, 2014, Thomas Menning resigned from the Company's board of
directors due to personal and medical reasons. A copy of Mr. Menning's
resignation letter is attached hereto as Exhibit 17.1.
(B) RESIGNATION OF OFFICER
Effective November 1, 2014, Tom Menning also resigned as Chief Executive Officer
and all other positions in the Company.
(C) APPOINTMENT OF OFFICERS
Effective December 3, 2014, the Board of Directors of the Company (the "Board")
appointed Mark Radom as chief executive officer of the Company.
Mark Radom has not previously held any positions with the Company and there is
no arrangement or understanding between Mark Radom and any other person(s)
pursuant to which he was selected as an officer of the Company. Mark Radom no
family relationships with any director or executive officer 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 transaction involving
Mark Radom requiring disclosure under Item 404(a) of Regulation S-K.
The Board believes that Mr. Radom's extensive experience in business development
and management of complex projects will be invaluable in achieving the Company's
goals.
Professional History of Mark Radom
From August 2014 to-date, Mr. Radom has served as chief executive officer and
director of Graphite Corp., a company in the graphite mining and graphene
technology space. From February 2010 to-date, Mr. Radom has served as the chief
carbon officer and from October 2010 through August 2014 general counsel of
Bluesphere Corporation. From 2009 through 2010, Mr. Radom was managing director
of Carbon MPV Limited, a Cyprus company focused on developing renewable energy
and carbon credit projects. From 2007 to 2009, Mr. Radom was general counsel and
chief operating officer of Carbon Markets Global Limited, a London-based carbon
credit and renewable energy project developer. Mr. Radom has extensive
experience in business development in the renewable energy and carbon credit
sectors. He has sourced over U.S. $100,000,000 in renewable energy, industrial
gas and carbon credit projects and managed many complex aspects of their
implementation. He was legal counsel for a number of carbon and ecological
project developers and was responsible for structuring joint ventures and
advising on developing projects through the CDM/JI registration cycle and
emission reduction purchase agreements under the auspices of the Kyoto Protocol.
Prior to this, he worked on Wall Street and in the City of London as a US
securities and capital markets lawyer where he represented sovereigns, global
2
investment banks and fortune 500 companies across a broad range of capital
raising and corporate transactions. He is a graduate of Duke University and
Brooklyn Law School. Mr. Radom is admitted to practice law in New York and New
Jersey and speaks fluent Russian.
(D) APPOINTMENT OF DIRECTORS
Effective December 3, 2014, the Board appointed Mark Radom as a director of the
Company. Mr. Radom does not have any 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. There is no
arrangement or understanding pursuant to which Mr. Radom was appointed as a
member of the Board. Furthermore, the Company is not aware of any transaction
requiring disclosure under Item 404(a) of Regulation S-K. It is contemplated
that Mr. Radom may serve on certain committees of the Board, but no such
committee appointments have been made at this time.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
Exhibit 17.1 Letter of Resignation from Mr. Thomas Menning.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST AMERICAN SILVER CORP.
a Nevada corporation
Dated: December 3, 2014 By: /s/ Mark Radom
-----------------------------------
Chief Executive Officer
4