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| ARGL.OB > SEC Filings for ARGL.OB > Form 8-K on 14-Oct-2009 | All Recent SEC Filings |
14-Oct-2009
Change in Directors or Principal Officers, Other Events
Argyle Security, Inc. (the "Company") previously reported on a Current Report on Form 8-K dated October 1, 2009, that by a written consent dated October 1, 2009 (the "Stockholder Consent"), the holders of a majority of the issued and outstanding shares of the Company's common stock, $.0001 par value, and the Company's Series B Convertible Preferred Stock, $.0001 par value per share, voting together as a class, on an as-converted basis, approved the following actions (collectively, the "Stockholder Consent Actions"):
(A) The amendment and restatement of the Company's Bylaws; and
(B) The appointment and election of James Read, Robert Davies, Mark Evers, Shawn
St. Jean, Bradley Jay, Bal Johal, Luke Jones and Ian Wallis to fill eight
(8) newly created directorships in the Board created by the increase in the
number of directors constituting the entire Board from six (6) to fourteen (14).
Effective October 12, 2009, each of Lloyd E. Campbell, John "Chip" Smith and General Wesley K. Clark resigned as a director of the Company. At the time of his resignation, Mr. Campbell served as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit and the Compensation Committees of the Board of Directors of the Company, Mr. Smith served as Chairman of the Compensation Committee and as a member of the Audit and the Corporate Governance and Nominating Committees of the Board of Directors of the Company, and Gen. Clark served as a member of the Compensation Committee of the Board of Directors of the Company.
The Company wants to thank General Clark, Mr. Smith and Mr. Campbell for their exceptional service as directors over the past several years.
By resolutions duly adopted by the Company's Board of Directors, effective October 13, 2009, (i) each of Messrs. Bal Johal, Ian Wallis, Luke Jones and Bradley Jay resigned as a director of the Company, (ii) the number of directors constituting the entire Board of Directors was reduced from fourteen (14) to seven (7) and (iii) the following persons remained as directors of the Company for the terms set forth opposite such person's name:
Appointed to the Class of Directors
With Term to Expire at the
Name Annual Meeting of Stockholders to be Held in:
Bob Marbut 2010
Ron Chaimovski 2010
Dean H. Blythe 2010
Shawn St. Jean 2011
Mark Evers 2011
James Read 2012
Robert Davies 2012
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A copy of the press release announcing the forgoing is attached hereto as Exhibit 99.1.
Dismissal of Pending Actions in Delaware Chancery Court
By resolutions duly adopted by the six incumbent board members of the Company as
of October 9, 2009, the six incumbent directors confirmed and ratified the
Stockholder Consent Actions. As a result of such confirmation and ratification,
on October 13, 2009, Mezzanine Management Fund IV A, L.P. and Mezzanine
Management Fund IV Coinvest 'A', L.P. filed a notice with the Delaware Court of
Chancery to voluntarily dismiss, without prejudice, the pending claim under
Section 225 of the Delaware General Corporation Law to hear and confirm the
validity of the Stockholder Consent Actions in amending and restating the
Company's Bylaws and filling the eight (8) newly created directorships on the
Board and the request for a status quo order permitting the incumbent directors
and management to continue to manage the Company's day-to-day operations during
the pendency of the proceeding, but preventing them from taking any corporate
actions not conducted in the ordinary course of business.
Distribution of Notice to Shareholders
On or about October 14, 2009, the Company distributed, to holders of record of
the Company's outstanding common stock, units consisting of common stock and
warrants and Series B Convertible Preferred Stock (collectively, "Capital
Stock"), a Notice to Stockholders pursuant to Section 228 of the Delaware
General Corporation Law (the "Notice"). The Notice informed the holders of
Capital Stock of the Stockholder Consent and related Stockholder Consent
Actions.
A copy of the Notice is filed as Exhibit 99.2 hereto and is hereby incorporated
by reference in its entirety into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated October 13, 2009.
99.2 Notice to Shareholders dated October 13, 2009.
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