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) September 23, 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 1.01 Entry into a Material Definitive Agreement.
On September 23, 2008, the Board of Directors (the "BOARD") of Global
Resource Corporation (the "COMPANY") approved employment letter agreements with
(i) the President of the Company, Jeffrey Kimberly, (ii) the Chief Operating
Officer of the Company, Wayne Koehl and (iii) the Chief Financial Officer of the
Company, Jeffrey Andrews. These letter agreements amended and restated the terms
and conditions of employment of each of these executives of the Company.
Approval of the letter agreements had been recommended by the Compensation
Committee of the Board.
Mr. Koehl's employment letter provides for a term of five years at an
annual salary for 2009 of $225,000, with an increase to $250,000 if the Company
reaches certain sales goals. Any other increase in annual salary is subject to
approval of the Chief Executive Officer of the Company and the Board. Subject by
approval of the shareholders of the Company, Mr. Koehl will be granted an option
to purchase one million (1,000,000) shares of common stock of the Company
("COMMON STOCK"). The exercise price for these options was set at the market
closing bid quotation on September 15, 2008. The options will be exercisable
from and after their respective vesting date, and for a period of ten (10) years
thereafter. Options for two hundred thousand (200,000) shares of Common Stock
shall vest immediately and options for two hundred thousand (200,000) additional
shares of Common Stock shall vest on January 1, 2010, January 1, 2011, January
1, 2012 and January 1, 2013, provided that Mr. Koehl is still employed on the
relevant vesting date. Mr. Koehl will be entitled to receive bonuses of between
0.75% of 1.00% of the Company's gross profits on sales of equipment after the
Company reaches certain sales milestones. Mr. Koehl shall also receive a monthly
automobile allowance of five hundred dollars ($500).
Mr. Kimberly's employment letter provides for a term of five years at
an annual salary for January 1, 2009 of $300,000, with an increase to $375,000
if the Company reaches certain sales goals. Any other increase in annual salary
is subject to approval of the Chief Executive Officer of the Company and the
Board. Subject to approval by the shareholders of the Company, Mr. Kimberly will
be granted an option to purchase one million five hundred thousand (1,500,000)
shares of Common Stock. The exercise price for these options was set at the
market closing bid quotation on September 15, 2008. The options will be
exercisable from and after their respective vesting date, and for a period of
ten (10) years thereafter. Options for three hundred thousand (300,000) shares
of Common Stock shall vest immediately and options for three hundred thousand
(300,000) additional shares of Common Stock shall vest on January 1, 2010,
January 1, 2011, January 1, 2012 and January 1, 2013, provided that Mr. Kimberly
is still employed on the relevant vesting date. Mr. Kimberly will be entitled to
receive bonuses of between 0.75% of 1.00% of the Company's gross profits on
sales of equipment after the Company reaches certain sales milestones. The
Company shall pay the monthly loan payments on Mr. Kimberly's Hyundai Azera for
two years and then pay off all of the remaining loan balance on this automobile.
Mr. Andrews' employment letter provides for a term of five years at an
annual salary for 2008 of $180,000, with an increase to $225,000 if the Company
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reaches certain sales goals. Any other increase in annual salary is subject to
approval of the Chief Executive Officer of the Company and the Board. Subject to
approval by the shareholders of the Company, Mr. Andrews will be granted an
option to purchase one million (1,000,000) shares of Common Stock. The exercise
price for these options was set at the market closing bid quotation on September
15, 2008. The options will be exercisable from and after their respective
vesting date, and for a period of ten (10) years thereafter. Options for two
hundred thousand (200,000) shares of Common Stock shall vest immediately and
options for two hundred thousand (200,000) additional shares of Common Stock
shall vest on January 1, 2010, January 1, 2011, January 1, 2012 and January 1,
2013, provided that Mr. Andrews is still employed on the relevant vesting date.
Mr. Andrews will be entitled to receive bonuses of between 0.75% of 1.00% of the
Company's gross profits on sales of equipment after the Company reaches certain
sales milestones.
Item 5.02 Election of Directors;
On September 23, 2008, the Board elected current Director, General
Lincoln Jones, III to the Compensation Committee of the Board.
Item 5.03 Amendment to Bylaws.
On September 23, 2008 and pursuant to Article IX, Section 2 of the
Bylaws, the Board amended and replaced Article VIII, Section 6 of the Bylaws to
permit, but not to require, the issuance of uncertificated shares of stock of
the Company. This amendment was approved in order to permit the Company to
comply with various listing regulations for NASDAQ, the OTC Bulletin Board and
the American Stock Exchange which require that issuers be eligible to use the
Direct Registration System ("DRS") operated by the Depository Trust Company. The
DRS only permits the use of uncertificated shares of stock. The Bylaws, as
amended by the Board, now permit, but do not require, the Board to issue
uncertificated shares of stock of the Company.
Item 9.01 Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION.
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3.2 Amendment to Article VIII, Section 6 of the Amended
and Restated Bylaws of the Company
10.1 Employment Letter with Wayne Koehl
10.2 Employment Letter with Jeffrey Kimberly
10.3 Employment Letter with Jeffrey Andrews
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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
Date September 26, 2008 By: /s/ Jeffrey Kimberly
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Jeffrey Kimberly
President
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