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): September 5, 2006
COMMERCEPLANET, INC.
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(Exact name of registrant as specified in its charter)
Utah 333-34308 87-0520575
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(State or other jurisdiction (Commission File (IRS Employer of
incorporation) Number) Identification No.)
30 S. LaPatera Lane, Suite 7 Goleta, CA 90802
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(Address of principal executive offices) (Zip Code)
(805) 964-9126
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(Registrant's telephone number)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF OFFICERS
On September 7, 2006, we entered into an employment agreement with our Chief
Executive Officer, Michael Hill whereby he receives an annual salary of
$350,000. In addition, Mr. Hill will receive an annual bonus equal to 5% of our
adjusted net profits.
On September 7, 2006, our board of directors appointed Charlie Gugliuzza as
President of CommercePlanet, Inc. On September 1, 2006, we also entered into an
employment agreement with Mr. Gugliuzza whereby he receives an annual salary of
$350,000. In addition, Mr. Gugliuzza will receive an annual bonus equal to 5% of
our adjusted net profits.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
During the third quarter of 2006, we issued 6 shares of our Series D Convertible
Preferred Stock to each of 2 individuals as compensation. During the third
quarter of 2006 we also issued 1 share of our Series D Convertible Preferred
Stock to each of our 3 directors as compensation.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On September 5, 2006, we restated our Bylaws to clarify the compensation of our
board members.
The foregoing description of the terms and conditions of the Restated Bylaws,
Certificate of Designation and Employment Agreements is qualified in its
entirety by, and made subject to, the more complete information set forth in the
Restated Bylaws, Certificate of Designation and Employment Agreement with
Michael Hill and the Employment Agreement with Charlie Gugliuzza, filed as
Exhibits 3.1, 3.2, 10.1 and 10.2, respectively and incorporated herewith.
This report may contain forward-looking statements that involve risks and
uncertainties, including, without limitation, statements concerning our business
and possible or assumed future results of operations. We generally use words
such as "believe," "may," "could," "will," "intend," "expect," "anticipate,"
"plan," and similar expressions to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements. Our actual
results could differ materially from those anticipated in the forward-looking
statements for many reasons including: our ability to continue as a going
concern, adverse economic changes affecting markets we serve; competition in our
markets and industry segments; our timing and the profitability of entering new
markets; greater than expected costs, customer acceptance of our products or
difficulties related to our integration of the businesses we may acquire; and
other risks and uncertainties as may be detailed from time to time in our public
announcements and SEC filings. Although we believe the expectations reflected in
the forward-looking statements are reasonable, they relate only to events as of
the date on which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend to update any of the forward-looking statements after the date of this
document to conform these statements to actual results or to changes in our
expectations, except as required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
3.1 Restated Bylaws (file herewith).
3.2 Certificate of Designation for Series D Convertible Preferred
Stock(included as exhibit 3.1 to the Form 8-K filed August 9, 2006 and
incorporated herein by reference).
10.1 Employment Agreement between the Company and Michael Hill, dated September
7, 2006 (filed herewith).
10.2 Employment Agreement between the Company and Charlie Gugliuzza, dated
September 7, 2006 (filed herewith).
SIGNATURE
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.
COMMERCEPLANET, INC.
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Registrant
Date: September 8, 2006 By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer