U.S. 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 21, 2007
(September 21, 2007)
ACE MARKETING & PROMOTIONS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or jurisdiction of incorporation or organization)
000-51160
(Commission File Number)
11-3427886
(I.R.S. Employer Identification Number)
457 ROCKAWAY AVENUE, VALLEY STREAM, NY 11582
(Address of principal executive offices (Zip Code)
Registrant's telephone number: (516) 256-7766
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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Item 1.01 MATERIAL DEFINITIVE AGREEMENT
On March 1, 2005, the Registrant entered into three-year employment contracts with each of Dean L. Julia, its Chief Executive Officer, and Michael D. Trepeta, its President. On September 21, 2007, the Registrant amended the employment contracts of each of Messrs. Julia and Trepeta to expire on February 28, 2011 and to provide for the following additional provisions:
o Continuation of current annual salary with scheduled salary increases of $24,000 per annum to occur on every anniversary date of the contract and extension thereof commencing on March 1, 2008;
o A signing bonus of options to purchase 150,000 shares granted to each executive which is fully vested at the date of grant and exercisable at $1.20 per share through August 22, 2017;
o Ten-year options to purchase 50,000 shares of Common Stock to be granted at fair market value on each anniversary date of the contract and extension thereof commencing March 1, 2008; and
o Termination pay of one-year base salary based upon the scheduled annual salary of each executive officer for the next contract year, plus the amount of bonuses paid (or entitled to be paid) to the executive for the current fiscal year or the preceding fiscal year, whichever is higher.
Exhibit 99.1 provides a copy of the press release announcing the foregoing amendments to the employment contracts of Messrs. Julia and Trepeta. Exhibits 10.1 and 10.2 provide copies of the amendments to their contracts.
Item 7.01 REGULATION FD DISCLOSURE.
Reference is made to the press releases appended hereto as Exhibit 99.1 and Exhibit 99.2.
Item 8.01 OTHER EVENTS.
The Registrant announced today (see Exhibit 99.2) that its previously filed Registration Statement which registered for resale 951,575 shares of Common Stock and 475,788 shares issuable upon exercise of its Class C Warrants (exercisable at $1.75 per share) will become stale at the close of business on today's date. While investors who had registered securities may not utilize the Registration Statement and its accompanying Prospectus after today's date, the holders of these previously registered securities may sell shares of Common Stock as they become eligible for sale pursuant to Rule 144.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
10.1 Amendment to Dean L. Julia's employment agreement of March 1, 2005.
10.2 Amendment to Michael D. Trepeta's employment agreement of March 1, 2005.
99.1 Press Release dated September 21, 2007 regarding the amendments to the
employment contracts of Messrs. Julia and Trepeta.
99.2 Press Release dated September 21, 2007, regarding a stale Prospectus
that can no longer be used by selling security holdes.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(b) 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.
ACE MARKETING & PROMOTIONS, INC.
Dated: September 21, 2007 BY: /S/ MICHAEL D. TREPETA
----------------------------------
Michael D. Trepeta, President
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EXHIBIT 10.1
ACE MARKETING & PROMOTIONS, INC.
457 ROCKAWAY AVENUE
VALLEY STREAM, NY 11581
September 21, 2007
EXTENSION TO EMPLOYMENT AGREEMENT DATED MARCH 1, 2005
Dean L. Julia
Ace Marketing & Promotions, Inc.
457 Rockaway Avenue
Valley Stream, NY 11581
Re: Employment Agreement - Dean L. Julia
Dear Mr. Julia:
On August 22, 2007, the Board of Directors approved the following resolutions:
RESOLVED, that the Board of Directors of the Corporation does hereby ratify, adopt and approve a three-year extension of the employment contracts of each of Dean Julia and Michael D. Trepeta to expire on February 28, 2011; and it was further
RESOLVED, that the amendment to each executive's employment shall provide for the following additional provisions: o Continuation of current annual salary with scheduled salary increases of $24,000 per annum to occur on every anniversary date of the contract and extension thereof commencing on March 1, 2008;
o A signing bonus of options to purchase 150,000 shares granted to each executive which is fully vested at the date of grant and exercisable at $1.20 per share through August 22, 2017;
o Ten-year options to purchase 50,000 shares of Common Stock to be granted at fair market value on each anniversary date of the contract and extension thereof commencing March 1, 2008; and
o Termination pay of one-year base salary based upon the scheduled annual salary of each executive officer for the next contract year, plus the amount of bonuses paid (or entitled to be paid) to the executive for the current fiscal year or the preceding fiscal year, whichever is higher;
and it was further
RESOLVED, that all options granted to executives shall be non-statutory stock options containing cashless exercise provisions and granted under the Company's 2005 Employee Benefit And Consulting Services Compensation Plan.
By signing below, you agree to the Ace Board of Directors approved resolutions of August 22, 2007 to amend your employment agreement dated March 1, 2005 in accordance with the resolutions stated above.
Sincerely,
ACE MARKETING & PROMOTIONS, INC.
By: /s/ Michael D. Trepeta
-------------------------------
Michael D. Trepeta, President
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Agreed to and Accepted by:
/s/ Dean L. Julia
-------------------------------
Dean L. Julia
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EXHIBIT 10.2
ACE MARKETING & PROMOTIONS, INC.
457 ROCKAWAY AVENUE
VALLEY STREAM, NY 11581
September 21, 2007
EXTENSION TO EMPLOYMENT AGREEMENT DATED MARCH 1, 2005
Michael D. Trepeta
Ace Marketing & Promotions, Inc.
457 Rockaway Avenue
Valley Stream, NY 11581
Re: Employment Agreement - Michael D. Trepeta
Dear Mr. Trepeta:
On August 22, 2007, the Board of Directors approved the following resolutions:
RESOLVED, that the Board of Directors of the Corporation does hereby ratify, adopt and approve a three-year extension of the employment contracts of each of Dean Julia and Michael D. Trepeta to expire on February 28, 2011; and it was further
RESOLVED, that the amendment to each executive's employment shall provide for the following additional provisions: o Continuation of current annual salary with scheduled salary increases of $24,000 per annum to occur on every anniversary date of the contract and extension thereof commencing on March 1, 2008;
o A signing bonus of options to purchase 150,000 shares granted to each executive which is fully vested at the date of grant and exercisable at $1.20 per share through August 22, 2017;
o Ten-year options to purchase 50,000 shares of Common Stock to be granted at fair market value on each anniversary date of the contract and extension thereof commencing March 1, 2008; and
o Termination pay of one-year base salary based upon the scheduled annual salary of each executive officer for the next contract year, plus the amount of bonuses paid (or entitled to be paid) to the executive for the current fiscal year or the preceding fiscal year, whichever is higher;
and it was further
RESOLVED, that all options granted to executives shall be non-statutory stock options containing cashless exercise provisions and granted under the Company's 2005 Employee Benefit And Consulting Services Compensation Plan.
By signing below, you agree to the Ace Board of Directors approved resolutions of August 22, 2007 to amend your employment agreement dated March 1, 2005 in accordance with the resolutions stated above.
Sincerely,
ACE MARKETING & PROMOTIONS, INC.
By: /s/ Dean L.julia
----------------------------
Dean L. Julia, Chief
Executive Officer
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Agreed to and Accepted by:
/s/ Michael D. Trepeta --------------------------------- Michael D. Trepeta |
EXHIBIT 99.1
ACE EXTENDS THE EMPLOYMENT CONTRACT OF ITS CHIEF EXECUTIVE OFFICER
AND PRESIDENT THROUGH FEBRUARY 28, 2011
VALLEY STREAM, NY - September 21, 2007
Ace Marketing & Promotions, Inc. (OTC BB: AMKT) announced today that it has executed extensions of the employment contracts of its Chief Executive officer, Dean L. Julia, and its President, Michael D. Trepeta, to secure their services through February 28, 2011.
INTRODUCING ACE
Ace is a full service advertising specialties and promotional products company that distributes items typically with logos to large corporations, schools and universities, financial institutions and not-for-profit organizations. Specific categories of promotional products include advertising specialties, business gifts, incentives and awards, and premiums.
For additional information, a copy of Ace's Form 8-K can be obtained on the Internet by going to www.acemarketing.net, clicking on links and then clicking on SEC Filings.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995.
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements express or implied by such forward-looking statements. The forward-looking statements are subject to risks and uncertainties including, without limitation, changes in levels of competition, possible loss of customers, and the company's ability to attract and retain key personnel.
EXHIBIT 99.2
ACE ANNOUNCES THAT ITS REGISTRATION STATEMENT THAT WAS DECLARED
EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 21, 2006 IS NOW STALE
VALLEY STREAM, NY -- September 21, 2007
Ace Marketing & Promotions, Inc. (OTC BB: AMKT) announced today that its previously filed Registration Statement which registered for resale 951,575 shares of Common Stock and 475,788 shares issuable upon exercise of its Class C Warrants (exercisable at $1.75 per share) will become stale at the close of business on today's date. While investors who had registered securities may not utilize the Registration Statement and its accompanying Prospectus after today's date, the holders of these previously registered securities may sell shares of Common Stock as they become eligible for sale pursuant to Rule 144.
INTRODUCING ACE
Ace is a full service advertising specialties and promotional products company that distributes items typically with logos to large corporations, schools and universities, financial institutions and not-for-profit organizations. Specific categories of promotional products include advertising specialties, business gifts, incentives and awards, and premiums.
For additional information, a copy of Ace's Form 8-K can be obtained on the Internet by going to www.acemarketing.net, clicking on links and then clicking on SEC Filings.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995.
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements express or implied by such forward-looking statements. The forward-looking statements are subject to risks and uncertainties including, without limitation, changes in levels of competition, possible loss of customers, and the company's ability to attract and retain key personnel.