Current Report Filing (8-k)
10 November 2014 - 5:06PM
Edgar (US Regulatory)
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
November 5, 2014
Date of Report
(Date of earliest event reported)
GREEN ENVIROTECH HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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000-54395
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32-0218005
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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210 S. Sierra Ave., Suite A Oakdale, California 95361
(Address of principal executive offices and zip code)
(209) 848-4384
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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Mr. Lou Perches has resigned as chief operating officer and director of the Company. Mr. Perches first communicated to the Company an interest in resigning on October 6, 2014, but subsequently agreed to perform at least one future action of a board member and was considering the nature of any resignation. The Company believes that no legally effective resignation was received until November 5, 2014, when the Company received a letter from Mr. Perches' attorney, which is submitted as part of this filing. The position of Mr. Perches regarding the timing of his resignation is that his resignation is effective as of the end of the day October 11, 2014, as stated in the November 5, 2014, letter from his counsel. Mr. Perches and his counsel have indicated orally that among many reasons for his resignation are disagreements with the company regarding certain matters relating to operations, policies, or practices of the Company, including the failure of the Company to pay wages to Mr. Perches. The Company is still in discussions with him regarding his back pay and property rights, the circumstances under which he may or may not have any limited consulting role in the future, and his possible operation of a plant using the Company's technology under a license agreement. The Company has provided his counsel a copy of this disclosure and provided Mr. Perches the opportunity to furnish the Company as promptly as possible a letter stating whether Mr. Perches agrees with the statements in this disclosure, and if not, the respects in which he does not agree.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Correspondence from Mr. Perches’ counsel concerning the circumstances of his resignation.
SIGNATURE
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 thereunto duly authorized.
Date: November 10, 2014 GREEN ENVIROTECH HOLDINGS CORP.
(Registrant)
By: /s/Gary DeLaurentiis
Gary DeLaurentiis
Chief Executive Officer
EXHIBIT 99.1
[Letterhead of JG, P.C., Business & Corporate Law]
Robert L. Taylor
Direct: 925.463.9600 x258
Facsimile: 925.463.9644
Email: btaylor@jgpc.com
November 5, 2014
VIA Email
Bernard Karol
bk@fidgroup.com
Re: Lou Perches resignations
Dear Barney:
As you are aware, this office represents Louis Perches with respect to issues arising out of his involvement with Green Envirotech Holding, Inc. (“GETh”).
As you are also aware, Lou has previously informed Gary DeLaurentiis, CEO of GETh, that he was resigning as a member of the board of directors and Chief Operating Officer for GETh. Following that communication, based the desire of Gary and/or you to have a resolution passed by the board, you asked him to execute one final action by written consent of the board of directors, stating to him, “This will be the final matter for you as a board member.” Your statement recognizes that Lou had expressed to you that he was intending to have resigned as an officer and director, but that he apparently had assented to your request for one more action before his resignation was in effect. As you are aware, Lou was not being represented by counsel at the time of his conversations with you, and understood from his conversation with you that signing that resolution as a “final matter” would not have any impact on his resignation.
This letter will confirm that Lou has resigned as an officer and directors GETh. He believes that his resignations are effective as of October 6, 2014, except to the extent his execution of a unanimous written consent on October 11, 2014, as a “final matter” for him as a board member continued his position as a board member until that date, in which event he believes his resignation was effective immediately thereafter.
Additionally, in the event there is any doubt, Lou’s resignation was also intended to end any other relationships he may have had with GETh as of October 6, 2014, whether as an employee, independent contractor, or other agent.
To the extent any resignations referred to above are not already effective, this letter shall serve as notice that Lou resigns those positions and relationships immediately.
Bernard Karol
Re: Lou Perches Resignations
November 5, 2014
Page 2
As you are further aware, Lou remains a shareholder in GETh. Lou additionally is willing to discuss potential further roles he may have in GETh, but beyond the shareholder relationship, no future relationship will exist unless agreed to in writing by Lou and GETh.
If you have any questions about matters raised by this letter, please let me know.
Sincerely,
JG, P.C.,
Business & Corporate Law
/s/Robert L. Taylor
Robert L. Taylor
/bt
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