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): July 10, 2017

 

ALLTEMP, INC.

 

DELAWARE   000-55122   80-0142655
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

960 Westlake Boulevard, Suite 207

Westlake Village, California 91361

(Address of principal executive offices)

 

(855) 687-4867

(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 (See General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 10, 2017, Alltemp, Inc. (the “Company”) appointed Robert N. Weingarten as its Chief Financial Officer. Pursuant to an agreement between the Company and Mr. Weingarten, Mr. Weingarten is to receive base compensation of $7,500 per month. Mr. Weingarten’s engagement is on a part-time basis. The engagement is terminable by either party on 10 days’ notice.

 

Mr. Weingarten, 65, is an experienced business consultant and advisor with an ongoing consulting practice. Mr. Weingarten has significant accounting and finance expertise, particularly with regard to public reporting requirements. Since 1979, Mr. Weingarten has provided financial consulting and advisory services and served on the boards of directors of numerous public companies in various stages of development, operation or reorganization.

 

Mr. Weingarten has been a director of Guardion Health Sciences, Inc. since June 30, 2015.

 

On April 29, 2013, Mr. Weingarten was appointed to the Board of Directors of RespireRx Pharmaceuticals Inc., formerly known as Cortex Pharmaceuticals, Inc. (“RespireRx”), and was named Vice President and Chief Financial Officer of RespireRx. He resigned from those positions on February 17, 2017.

 

Mr. Weingarten was appointed as a director of Staffing 360, Inc. on February 25, 2014 and resigned this position on April 20, 2014.

 

Mr. Weingarten was the Non-Executive Chairman of New Dawn Mining Corp. (“New Dawn”) from August 31, 2005 through September 30, 2010, and was named the Executive Chairman of New Dawn in October 2010. On July 8, 2010, Mr. Weingarten was appointed to the Board of Directors of Central African Gold Limited (formerly known as Central African Gold Plc and listed on the Alternative Investment Market of the London Stock Exchange at that time). Central African Gold Limited was an indirect, wholly-owned subsidiary of New Dawn. Both New Dawn and Central African Gold Limited have ceased to be publicly traded and reporting companies in their respective jurisdictions.

 

Mr. Weingarten received a B.A. Degree in Accounting from the University of Washington in 1974, and an M.B.A. Degree in Finance from the University of Southern California in 1975. Mr. Weingarten is a Certified Public Accountant (inactive) in the State of California.

 

Item 9.01. Financial Statements and Exhibits.

 

A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which is presented elsewhere in this document, and is incorporated herein by reference.

 

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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.

 

  ALLTEMP, INC.
     
Date:  July 12, 2017 By: /s/ WILLIAM LOPSHIRE
    William Lopshire
    Chief Executive Officer

 

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INDEX TO EXHIBITS

 

The following documents are filed as part of this report:

 

Exhibit No.   Description of Document
10.1   Agreement between Robert N. Weingarten and Alltemp, Inc.

 

 

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Exhibit 10.1

 

AGREEMENT

 

Company : Alltemp, Inc., 960 South Westlake Boulevard, Suite 207, Westlake Village, California 91361; ATTN: William Lopshire, Chief Executive Officer.

 

Executive : Robert N. Weingarten, 5439 Lockhurst Drive, Woodland Hills, California 91367.

 

Position : Chief Financial Officer.

 

Form and Term of Agreement : At-will employee, commencing July 10, 2017, terminable by either party upon 10 days written notice, unless other provisions are agreed to by the parties.

 

Services : Executive will serve as Chief Financial Officer of the Company and will oversee and manage the accounting, auditing and public reporting and disclosure requirements of the Company, including, but not limited to: (1) working with the management, financial advisors and consultants, investment bankers, underwriters, placement agents, legal counsel and audit firm regarding various legal, accounting, tax, securities and corporate matters; (2) preparation of financial statements and other information to be included in filings with the United States Securities and Exchange Commission; (3) assistance in the management of the Company’s financial affairs; and (4) such other matters as may be required.

 

Base Compensation : $7,500 per month. Executive shall receive a benefits package consistent with that provided to other executives. The Company shall reimburse Executive for reasonable out-of-pocket expenses. The Company and Executive will negotiate an appropriate equity compensation package.

 

Part-Time Basis : Executive’s services to the Company shall be provided on a part-time basis. Executive shall devote sufficient time to the business of the Company as is required to perform his duties in a timely, thorough, professional and competent manner. Executive may provide services to other companies, including public companies, as long as such companies do not compete directly with Company.

 

Confidential Information : Executive shall not divulge any material or information of the Company which comes into the possession or knowledge of Executive which relates to the Company’s business operations, including, without limitation, financial information, marketing data, customer lists, supplier sources, pricing policies, and technologies and systems (collectively referred to herein as "Confidential Information"). Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that becomes a matter of public knowledge, not as a result of any action by Executive. Executive hereby agrees that Executive shall not reveal such information or material to third parties without the prior written consent of the Company during the term of this Agreement and thereafter, until and if such information becomes part of the public domain. Nothing contained herein shall prevent Executive from complying with any requirement or request of a governmental body or by operation of law or regulation.

 

Indemnification : The Company agrees to indemnify and hold harmless Executive from any claim or liability arising from third parties as a result of Executive’s services performed under this Agreement. In the event of any claim or liability asserted against Executive, the Company agrees to provide Executive with prompt written notice. Upon such notice, the Company agrees to defend and hold harmless Executive from any loss or liability. In the event the Company fails to indemnify Executive for any claim of liability arising as a result of Executive’s services as described herein, Executive has the right to defend or settle such claim on its own behalf and to be fully reimbursed by the Company for all reasonable costs and expenses of such defense and/or settlement. Notwithstanding the foregoing, the Company shall not be required to indemnify and hold Executive harmless for any claim arising out of Executive’s gross negligence or intentional wrongful conduct.

 

 

 

 

Director’s and Officer’s Insurance Coverage : During the term of this Agreement, the Company shall maintain a Directors and Officer insurance policy with minimum coverage of $5,000,000, with Drop-Down Side A Coverage.

 

Legal Matters : The validity, interpretation, enforceability and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California. If any party to this Agreement institutes legal proceedings against the other party regarding this agreement, the prevailing party in any disagreement shall be entitled to recover reasonable attorney’s fees and expenses from the other party.

 

Additional Terms : This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified except by a written instrument signed by duly authorized representatives of both parties. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect. This Agreement is not assignable. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns, and shall not benefit any person or entity other than those enumerated herein.

 

Signatures : This Agreement may be executed in counterpart. Facsimile signatures shall have the same force and effect as original signatures.

 

Agreed and Approved:

 

Robert N. Weingarten   Alltemp, Inc.
         
By: /s/ Robert N. Weingarten   By: /s/ William Lopshire
        William Lopshire
        Chief Executive Officer
         
Date: July 10, 2017   Date: July 10, 2017

 

 

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