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
Date of Report: November 1, 2004
(Date of Earliest Event Reported)
GREENBRIAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-8187 75-2399477
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File No.) Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas 75234
(Address of principal executive offices)
972-407-8400
(Registrant's telephone number, including area code)
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))
Item 3.02. Unregistered Sales of Equity Securities
On October 20, 2004, the Board of Directors of Greenbriar Corporation
("GBR" or the "Registrant") issued separate Warrants to purchase shares of
Common Stock, par value $0.01 per share, of GBR. Such Warrants were issued to
two individuals specified below to purchase the number of shares opposite their
respective names below at a purchase price of $3.58 per share during the period
from October 1, 2005 through and including October 31, 2009. The purchase price
of the Warrants set forth in the table below which amounts shall be applied
against and in reduction of the Exercise Price per share at the time of first
exercise of part or all of each Warrant. Each Warrant was issued to the
individuals specified below in part for their assistance in finding, analyzing
and ultimately causing the consummation of a specified transaction, including
assistance in the conduct of due diligence on the transaction. The transaction
in question was the acquisition by GBR on October 12, 2004 of shares of stock of
two domestic U.S. corporations which indirectly own approximately 74.4% of
CabelTEL AD. Each Warrant contains a special provision which renders it null and
void if presentation of a transaction to GBR's stockholders, together with a
mandatory exchange of a series of preferred stock for common stock (the
"Transaction") is not approved prior to October 1, 2005, and a recission
contingency occurs. The Warrants were issued without registration under the
Securities Act of 1933 to the individuals set forth below covering the number of
shares set forth below at a purchase price for the Warrant as set forth below:
No. of Shares of
Common Stock
Covered by Purchase Price
Name of Warrant Holder Warrant of Warrant
---------------------- ---------------- --------------
Ken L. Joines 20,000 $200
Richard D. Morgan 170,000 $1,700
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) Effective November 1, 2004, the Board of Directors of the
Registrant appointed Ron Finley as Chairman of the Board and Chief Executive
Officer. The Board also re-elected Gene S. Bertcher as President and Chief
Financial Officer, and re-elected Oscar Smith as Secretary and Treasurer of the
Registrant.
Ron Finley, age 54, has been Chairman of the Board and Chief Executive
Officer of CabelTEL AD (formerly known as CableTEL Bulgaria AD) since September
2003. CabelTEL AD is engaged in the telecommunications and information services
industry in the Country of Bulgaria and surrounding countries. CabelTEL AD is an
indirect 74.4% owned subsidiary of the Registrant, having been acquired through
the acquisition of other entities on October 12, 2004. Since 1994, Ron Finley
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has been Chairman of the Board of Global Communications Technologies, Inc.
("Global"), a Dallas, Texas based corporation that operates exclusively in the
telecommunications industry, with its core business being switch-system
integration, sales and maintenance of switching systems. Global also engages in
selected other telecommunications services such as long-distance carrier and
international call-back services. Ron Finley is not related to any other
director or executive officer of the Registrant.
(d) At its meetings held on October 20 and 25, 2004, the Board of
Directors of the Registrant expanded the number of members which shall
constitute the whole Board from five to six and elected Ron Finley to the
vacancy created by the expansion of the number of directors of the Board of
Directors. The election of Ron Finley as a member of the Board of Directors of
the Registrant is effective November 1, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly-caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly-authorized.
Dated: November 3, 2004. GREENBRIAR CORPORATION
By: /s/ Gene S. Bertcher
Gene S. Bertcher, President and
Chief Financial Officer