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: April 20, 2007
TONGA CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
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(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
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Registrant's telephone number, including area code
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(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.
Tonga Capital Corporation ("the Company"), on April 20, 2007, executed
Employment Agreements with Messrs. Barent W. Cater, Stuart C. Cater and James
O'Neal, as described below.
On April 20, 2007, the Company entered into an employment agreement with
Barent W. Cater to serve as President and Chief Executive Officer of the
Company. The employment agreement has an effective date of March 1, 2007. The
employment agreement with Mr. Barent W. Cater expires on March 1, 2009. Pursuant
to his employment agreement, the Company has agreed to pay Mr. Barent W. Cater a
monthly salary of $8,333 and upon the earlier occurrence of the completion of
financing greater then $3 million or December 31, 2007, the Board of Directors
shall consider re-negotiating the annual salary. Mr. Barent W. Cater has agreed
to waive his salary during the six-month period of March 2007 through August
2007. Mr. Barent W. Cater's nomination to the Company's Board of Directors is
pending, at this time.
On April 20, 2007, the Company entered into an employment agreement with
Stuart C. Cater to serve as the Chief Financial Officer of the Company. The
employment agreement with Mr. Stuart Cater expires on March 1, 2009. The
employment agreement has an effective date of March 1, 2007. Pursuant to his
employment agreement, the Company has agreed to pay Mr. Stuart C. Cater a
monthly salary of $8,333 and upon the earlier occurrence of the completion of
financing greater then $3 million or December 31, 2007, the Board of Directors
shall raise his annual salary to $12,500 per month. Mr. Stuart C. Cater has
agreed to waive his salary during the two-month period of March 2007 through
April 2007. Mr. Stuart C. Cater is the brother of Mr. Barent W. Cater, the
President and Chief Executive Officer of the Company.
On April 20, 2007, the Company entered into an employment agreement with
Jim O'Neal to serve as the Chief Operations Officer of the Company. The
employment agreement has an effective date of March 1, 2007. The employment
agreement with Mr. O'Neal expires March 1, 2009. Pursuant to his employment
agreement, the Company has agreed to pay Mr. Jim O'Neal a monthly salary of
$8,333 and upon the earlier occurrence of the completion of financing greater
then $3 million or December 31, 2007, the Board of Directors shall raise his
annual salary to $12,500 per month. Mr. O'Neal has agreed to waive his salary
during the two-month period of March 2007 through April 2007.
In connection with the Employment Agreements, generally, the Company or the
employee may terminate the Employment Agreement at any time with or without
cause. In the event the Company terminates an Employment Agreement for cause or
the employee terminates his Employee Agreement without cause, all of such
employee's rights to future compensation would cease upon the date of such
termination. If the Company terminates an Employment Agreement without cause,
then such employee terminates his Employment Agreement for cause, or in the
event of a change in control, the Company is required to pay to such employee
compensation equal to one (1) year of salary in a lump sum payment. The
Employment Agreements are renewable by either party for a period of one (1)
year, unless notice is given otherwise ninety (90) days prior to expiration.
The Employment Agreements also include a non-compete and nondisclosure
provisions in which each employee agrees not to compete with or disclose
confidential information regarding the Company and its business during the term
of the Employment Agreement and for a period of twenty-four (24) months
thereafter.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit table of
Item 601 of Regulation S-B.
Exhibit No. Description
10.01 *Employment Agreement by and between the Company and Barent
W. Cater dated April 20, 2007
10.02 *Employment Agreement by and between the Company and Stuart
C. Cater dated April 20, 2007
10.03 *Employment Agreement by and between the Company and Jim
O'Neal dated April 20, 2007
*Filed herewith
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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.
TONGA CAPITAL CORPORATION
By: /s/ Barent W. Cater
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Barent W. Cater, President and
Chief Executive Officer
Date: May 2, 2007
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