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| ARGL.OB > SEC Filings for ARGL.OB > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Unregistered Sale of Equity Securities
Appointed to Class of Directors
With Term to Expire at the Annual
Name Meeting of Stockholders to be Held in:
James Read 2012
Robert Davies 2012
Mark Evers 2012
Bradley Jay 2011
Bal Johal 2011
Luke Jones 2011
Shawn St. Jean 2010
Ian Wallis 2010
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James Read, 59, is a Founder Partner of MML Capital Partners LLP, an independent
investment management firm, which he co-founded in 1988. Mr. Read received a
Bachelors degree from the University of Michigan and an MBA in Finance from the
University of Pittsburgh.
Robert Davies, 59, is a Managing Partner at MML Capital Partners LLP, an
independent investment management firm which he joined in January 2004.
Mr. Davies received a BA and MA from Cambridge University.
Mark Evers, 34, is a Managing Partner at MML Capital Partners LLP, an
independent investment management firm which he joined in July 2004. Mr. Evers
received a BA from Duke University and an MBA from Columbia Business School.
Bradley Jay, 49, is a Managing Partner at MML Capital Partners LLP, an
independent investment management firm which he joined in January 2001. Mr. Jay
received a Bachelors degree from the University of Kansas and an MBA in Finance
from Cornell University.
Bal Johal, 40 is a Managing Partner at MML Capital Partners LLP, an independent
investment management firm which he joined in November 2006. Prior to that,
Mr. Johal was an Investment Director at 3i plc, an international private equity
firm, which he joined in October 1996. Mr. Johal received a BSc Honors in
Business Studies from Nottingham Trent University.
Luke Jones, 32, is an Investment Director at MML Capital Partners LLP, an
independent investment management firm which he joined in June 2007. Prior to
that, Mr. Jones worked in corporate finance advisory at Deloitte & Touche LLP
which he joined in April 2005. From June 2003 to April 2005 he worked at
Citigroup as an Assistant Vice President in the Credit Derivatives Financial
Control Team. Mr. Jones received a BSc Honors in Physics from the University of
Nottingham.
Shawn St. Jean, 36, is a Managing Partner at MML Capital Partners LLP, an
independent investment management firm which he joined in February 2005. Prior
to that, Mr. St. Jean was a Senior Vice President at Greenwich Power LLC, an
energy-focused private equity fund which he joined in December 2000. Mr. St.
Jean received a BBA in Finance, Commonwealth Scholar, from the University of
Massachusetts at Amherst.
Ian Wallis, 39 is a Managing Partner at MML Capital Partners LLP, an independent
investment management firm which he joined in November 2006. Prior to that,
Mr. Wallis worked at 3i plc, an international private equity firm, which he
joined in November 1999. Mr. Wallis received a BA Honors in History from
University of London.
At this time, none of the new directors have been appointed to any committee of
the Board. Each of the new directors was elected pursuant to a written consent
among the Majority Stockholder Group described in Item 5.01 above.
In the last two years, the MML Funds have engaged in the following related party
transactions with the Company of the kind required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
On April 22, 2008, the Company entered into a Securities Purchase Agreement with
the MML Funds, pursuant to which the MML Funds purchased an aggregate of 18,750
shares of a newly created series of the Company's preferred stock, designated
"Series A Convertible Preferred Stock", par value $0.0001 per share for an
aggregate purchase price of $15,000,000.
On January 8, 2009, the Company entered into a Securities Purchase Agreement
with the MML Funds pursuant to which they purchased an aggregate of 27,273
shares of a newly created series of our preferred stock, designated "Series B
Convertible Preferred Stock", par value $0.0001 per share for $110 per share,
for an aggregate purchase price of $3,000,030.
As stated in Item 5.01 above, the MML Funds filed an application with the
Delaware Court of Chancery under Section 225 of the Delaware General Corporation
Law to hear and confirm the validity of the Majority Stockholder Group's actions
in filling the eight (8) newly created directorships on the board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 1, 2009, each member of the Majority Stockholder Group, together
holding more than a majority of the voting power of the capital stock entitled
to vote, executed a written consent to amend and restate the Company's bylaws.
The Amend Bylaws, among other things, (i) increase the number of directors
constituting the Board from six (6) to fourteen (14) directors subject to any
subsequent adjustment in the number of directors as determined by the Board
(Section 3.1), (ii) amend certain procedural matters relating to the elections
of directors and appointment of directors to fill vacancies (Sections 3.2 and
3.3), (iii) amend certain procedural matters relating to notice of meetings of
directors (Section 3.4), (iv) establish the responsibilities of the office of
the President of the Company, (v) limit the scope of indemnification for
indemnified persons for proceedings initiated by such indemnified persons unless
authorized by the Board, (vi) remove the waiver by the Company of personal
liability of directors for breach of fiduciary duty since such provision exists
in the Company's certificate of incorporation and (vii) remove the requirement
that the Board present a full and clear statement of the business and condition
of the Company at each annual meeting and at any special meeting of stockholders
(Former Section 8.3, which was deleted).
A copy of the Amended Bylaws is filed as Exhibit 3.2 hereto and is hereby
incorporated by reference in its entirety into this Current Report on Form 8-K.
As stated in Item 5.01 above, the MML Funds filed an application with the
Delaware Court of Chancery under Section 225 of the Delaware General Corporation
Law to hear and confirm the validity of the Majority Stockholder Group's actions
in adopting the Amended Bylaws.
Item 8.01 Other Events.
On October 1, 2009, the Company and the special committee (the "Special
Committee") of the Board was informed that, as a result of confirmatory due
diligence performed by MML in connection with the proposed offer set forth in
the non-binding letter of intent date June 15, 2009, MML determined that a
negotiated transaction on the terms under discussion was no longer viable and
terminated its negotiations with the Special Committee.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.2 Amended and Restated By-Laws of Argyle Security, Inc.
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