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): April 25, 2012
ART DESIGN, INC.
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(Name of Small Business Issuer in its charter)
Colorado 000-52692 86-1061005
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
11044 Research Blvd. Suite A-200
Austin, TX 78759
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (512) 795-2300
3636 S. Jason St.
Englewood, CO 80113
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(Former name or former address if changed since last report)
Check 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-14(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.
On April 25, 2012 Michael Smith and Rick Wilber were appointed directors
of the Company.
Following the appointments of Michael Smith and Rick Wilber as directors,
Kathy Sheehan and Todd Sheehan resigned as officers of the Company. It is
expected that Kathy Sheehan, Todd Sheehan and Rebecca Gregarek will resign as
directors of the Company on or before May 7, 2012.
Following the resignations of Kathy Sheehan and Todd Sheehan as officers
of the Company, Michael Smith and Marc Spezialy were appointed to the positions
shown below:
Name Position
Michael Smith Chief Executive Officer
Marc Spezialy Principal Financial and Accounting Officer and Secretary
Michael Smith
Michael Smith (age 52) has been the Chief Executive Officer of Kingman
Energy LLC, a company he founded, since June 2010. Kingman Energy LLC focuses on
the exploration and development of shallow oil fields with a history of proven
petroleum production. From February 2001 to July 2008, Mr. Smith served as Vice
President of Victoria Energy, an oil and gas brokerage company. Since June 1995,
Mr. Smith has served as Vice President of Jersey Investment, a company focused
on commercial real estate development.
In April 2012 we entered into an employment agreement with Michael Smith.
The employment agreement provides that we will pay Mr. Smith an annual salary of
$120,000 during the term of the agreement. The employment agreement will
continue in force until terminated by us or Mr. Smith.
During each year of the employment term, Mr. Smith is entitled to six
weeks of paid vacation days. During the employment term, Mr. Smith will be
entitled to receive any benefits which are provided to our full time employees
in accordance with our policies and practices and subject to Mr. Smith's
satisfaction of any applicable conditions of eligibility.
In the event of Mr. Smith's illness or disability for a continuous period
of six months during which he is unable to render services, Mr. Smith's
compensation will continue during such period, and at the end of such period we
may terminate Mr. Smith's employment on 30 days' prior written notice. Any
dispute as to Mr. Smith's disability will be submitted to an impartial and
reputable physician who we select and who is agreeable to Mr. Smith.
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We may terminate the employment agreement at any time for cause, which
means: (i) a willful act by Mr. Smith that is not in our financial best
interest; (ii) a willful failure by Mr. Smith to follow the reasonable, prudent
and lawful direction of our directors; or (iii) a failure by Mr. Smith to
substantially perform his duties within 30 days after our demand for substantial
performance. If Mr. Smith's employment is terminated for cause, we must pay him
his full salary through the date of termination.
Mr. Smith may terminate his employment: for good reason. "Good reason"
means: (A) a change-in-control of the Company (i.e. the acquisition by which any
person of more than 50% of our common stock, or a change in a majority of our
directors which has not been approved by the incumbent directors); (B) our
failure to comply with any material provision of the employment agreement which
has not been cured within 10 days after notice of such noncompliance has been
given by Mr. Smith; or (C) any termination of Mr. Smith's employment other than
for cause.
If, within one year following a change-in-control, Mr. Smith resigns for
good reason or we terminate his employment without cause, Mr. Smith will
receive: (i) a lump-sum severance payment equal to $120,000, less applicable
deductions and withholdings; (ii) the full amount of any bonus for the fiscal
year in which he is terminated, less applicable deductions and withholdings;
(iii) immediate vesting of any unvested shares under any outstanding stock
options; and (iv) should he be eligible for and elect to continue health
insurance pursuant to COBRA, payment of COBRA premiums for twelve months
following the termination of his employment.
In the event of Mr. Smith's death during the term, we will pay to his
beneficiary an amount equal to the monthly rate of his salary for a period of
six months.
Mr. Smith may terminate the employment agreement on 90 days notice to us,
in which case we will pay Mr. Smith his salary up to the end of the 90 days.
Except as provided above, upon the termination of Mr. Smith's employment
we will pay him his salary up through the date of termination.
Marc Spezialy
Marc Spezialy (age 29) was a manager at PricewaterhouseCoopers LLP between
July 2011 and March 2012 in their Austin, Texas office. Between December 2009
and July 2011 Mr. Spezialy was with the accounting firm of Maxwell Locke and
Ritter in Austin, Texas. Between July 2004 and December 2009 Mr. Spezialy was
with PricewaterhouseCoopers LLP in their San Francisco, California and Austin,
Texas offices. Mr. Spezialy received a Bachelor of Science in Accounting and
Finance from the University of San Francisco and is a licensed CPA in Texas and
California.
In April 2012 we entered into an employment agreement with Marc Spezialy.
The employment agreement provides that we will pay Mr. Spezialy an annual salary
of $120,000 during the term of the agreement. The employment agreement will
continue in force until terminated by us or Mr. Spezialy.
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During the employment term, Mr. Spezialy will be entitled to receive any
benefits which are provided to our full time employees in accordance with our
policies and practices and subject to Mr. Spezialy's satisfaction of any
applicable conditions of eligibility.
Rick Wilber
Rick A. Wilber (age 63) has been a director of Synergy Resources
Corporation, a publicly traded oil and gas exploration and development company,
since September 2008. Since 1984, Mr. Wilber has been a private investor in, and
a consultant to, numerous development stage companies. In 1974, Mr. Wilber was
co-founder of Champs Sporting Goods, a retail sporting goods chain, and served
as its President from 1974-1984. He has been a Director of Ultimate Software
Group Inc. since October 2002 and serves as a member of its audit and
compensation committees. Mr. Wilber was a director of Ultimate Software Group
between October 1997 and May 2000. He served as a director of Royce
Laboratories, Inc., a pharmaceutical concern, from 1990 until it was sold to
Watson Pharmaceuticals, Inc. in April 1997 and was a member of its compensation
committee.
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SIGNATURES
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.
Date: April 25, 2012 ART DESIGN, INC.
By: /s/ Michael Smith
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Michael Smith, Chief Executive Officer
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