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) May 15, 2008
Global Resource Corporation
(Exact name of registrant as specified in its charter)
NEVADA 000-50944 84-1565820
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.)
408 BLOOMFIELD DRIVE, UNIT #3, WEST BERLIN, NEW JERSEY 08091
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 767-5661
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(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):
[ ] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
The Company has appointed Wayne J. Koehl, age 56, as Executive Vice President,
effective as of May 15, 2008. Mr. Koehl is a licensed title agent in
approximately 8 states and a member of the Mortgage Bankers Association. From
2006 until joining the Company, Mr. Koehl was the General Manager of the
National Division of Surety Lender Services, a division of Surety Title
Corp. From 2003 to 2006, he was self-employed in providing lending and real
estate options to builders and developers. From 1992 to 2003, Wayne was a Sr.
Vice-President of Tri-Star Financial Services, Inc. He graduated from William
Penn University in 1973.
Mr. Koehl has been employed for a term of five (5) years, with a beginning
salary of $160,000 per annum, increasing to $200,000 as of November 5, 2008, and
certain fringe benefits including the Company's group policies and an automobile
allowance. He received a signing bonus of 100,000 shares of the Company's Common
Stock and will receive options for an additional 100,000 shares during 2008.
There is no family relationship between Mr. Koehl and any director or other
officer.
Mr. Koehl served as Chairman of the Planning and Zoning Board of the Borough of
Mount Ephraim, New Jersey from 2004 to 2007 and on the Advisory Committee of the
New Jersey Department of Transportation from 2004 to 2008.
ITEM 8.01 OTHER EVENTS.
On May 19, 2008 the Board of Directors has adopted a Code of Conduct, a Code of
Ethics, and a "Whistleblower Policy". A copy of each is attached to this Form
8-K as an exhibit.
The Code of Conduct covers all directors, officers, management executives and
employees, including the chief executive officer, president, vice-presidents,
chief financial officer, treasurer, and secretary of the Company. It requires
that all Company directors, officers, management executives, and employees
shall:
1. Act with honesty and integrity and ethically handle all actual or
apparent conflicts of interest between personal and professional/business
relationships.
2. Endeavor to provide information that is full, fair, accurate,
timely, and understandable in all reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission or which will be the
basis for, or become part of, other filings or communications made by the
Company.
3. Endeavor to faithfully comply with all laws, rules and regulations
of federal, state, and local governments, and all applicable regulatory agencies
and authorities.
4. Proactively promote ethical behavior among peers and subordinates in
the work place.
5. Promptly report to the Audit Committee, the Company's legal counsel
or other appropriate persons any violation or suspected violation of this Code.
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6. Act in good faith, responsibly, with due care, competence and
diligence and not knowingly or recklessly misrepresent material facts or allow
their independent judgments to be subordinated.
7. Not use confidential information acquired in the course of their
work for personal advantage and not buy or sell the Company's securities in
violation of the federal and state securities laws or the Company's Insider
Trading Policy.
8. Act responsibly in their use of and control over the Company's
assets and resources.
The Code of Ethics covers all "senior financial officers" as required by the
Sarbanes-Oxley Act. It requires that all senior financial officers, including
but not limited to the President, the Chief Executive Officer, the Treasurer,
the Chief Financial Officer, the Chief Accounting Officer, the Controller,
Assistant Treasurers, Assistant Controllers, the Vice-President Finance, and
other designated Finance Employees, recognize their personal responsibility for
full, fair, accurate, timely and understandable reporting of the financial
condition of the Company. This, in turn, among other duties, requires that each
affected officer will:
(i) promptly bring to the attention of the Audit Committee any material
information of which he or she may become aware that affects the disclosures
made by the Company in its public filings and statements, including press
releases;
(ii) promptly bring to the attention of the Audit Committee any
information which he or she has concerning
(a) significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's ability to
record, process, summarize and report financial data, or
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls;
(iii) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which he or she may have concerning any
violation of the Company's Code of Conduct, including any actual or apparent
conflicts of interest between personal and business relationships;
(iv) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which he or she may have concerning any
violation of the Code of Ethics; and
(v) promptly bring to the attention of the Audit Committee and the
Company's legal counsel any information which he or she may have concerning any
violation of the federal or state securities laws, rules or regulations or other
laws, rules and regulations applicable to the Company or the operation of its
business.
The "Whistleblower Policy" is intended to establish, as required by the
Sarbanes-Oxley Act, formal procedures for (a) the receipt, retention, and
treatment of complaints and concerns received by the Company regarding
accounting, internal accounting controls or auditing matters and (b) the
confidential, anonymous submission by employees of the Company of concerns
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regarding questionable accounting or auditing matters. In addition, it is to
facilitate the submission by employees, without fear of retaliation, of (i)
complaints and concerns relating to Accounting Matters, (ii) reports of
violations or suspected violations of the Insider Trading Policy, the Code of
Conduct and the Code of Ethics, and/or (iii) reports of fraud, conflicts of
interest, and unethical business behavior.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 14.1 Code of Ethics
Exhibit 99.2 Code of Conduct
Exhibit 99.3 Whistleblower Policy
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 hereunto duly authorized.
GLOBAL RESOURCE CORPORATION
BY: /S/ FRANK G. PRINGLE , President
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May 19, 2008