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

 

December 30, 2013

Date of Report (Date of earliest event reported)


POLY SHIELD TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)



DELAWARE

000-33309

33-0953557

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

428 Plaza Real, Suite 419

Boca Raton, FL

 

33432

(Address of principal executive offices)

 

(Zip Code)


1 (800) 648-4287

Registrant's telephone number, including area code


NOT APPLICABLE

(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:


____

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 December 30, 2013, Poly Shield Technologies Inc. (the “Company”), signed an Addendum to its December 1, 2012 Employment Agreement with Rasmus Norling (the “Addendum”) to extend the term of certain contractual obligations required under the original terms of the Employment Agreement from December 31, 2013 to February 28, 2014.


These contractual obligations consist of performance incentives as to the delivery of bona fide contracts for the sale or lease of products or services (“Qualifying Contracts”), which must be approved by the Company’s Board of Directors. The delivery of Qualifying Contracts will result in the release of restricted shares of the Company’s common stock previously issued to Mr. Norling and currently held in escrow and are subject to the terms set out in the Employment Agreement.


The foregoing description of the Addendum does not purport to be complete and is qualified in its entirety by reference to the complete text of the Addendum attached as Exhibit 10.1 hereto.  A more detailed description and copy of the Employment Agreement and the terms of release for Mr. Norling’s restricted stock may be found in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2012.


A copy of the Company’s news release regarding the Addendum is attached as Exhibit 99.1 hereto.  



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS


(d)  Exhibits


Exhibit

Description

10.1

Addendum to December 1, 2012 Employment Agreement, dated effective as of December 30, 2013.

99.1

News Release dated December 31, 2013













2



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.

 

 

POLY SHIELD TECHNOLOGIES INC.

 

 

 Date:   January 3, 2014

By: /s/ Brad Eckenweiler

 

 

 

Name: Brad Eckenweiler

 

Title:   Chief Executive Officer

































3


ADDENDUM TO DECEMBER 1, 2012 EMPLOYMENT AGREEMENT


This Addendum to the December 1, 2012 Employment Agreement (“Addendum”) is an addendum to the Employment Agreement between Poly Shield Technologies, Inc., a Delaware corporation (the “Company”), and Rasmus Norling (“Executive”), which is dated December 1, 2012 (“the Employment Agreement”), and shall become effective as of December 30, 2013.  This Addendum shall set forth additional terms, conditions and agreements between the Company and the Executive to the Employment Agreement and shall be incorporated by this reference into the Employment Agreement as if set forth fully therein.  Should there be any conflict between the terms of the Employment Agreement and this Addendum, the terms and conditions of this Addendum shall control.


WHEREAS, because of mutual challenges arising from changes in circumstances, each party to the Employment Agreement requires additional time to discharge its obligations under the Employment Agreement and to consider alternatives.


NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows.


1.

The foregoing recital is incorporated into and made a part of this Addendum.


2.

Notwithstanding anything in the Employment Agrement or this Addendum to such Employment Agreement to the contrary, the time for performance of any obligation or undertaking of the Executive set forth in such Employment Agreement or this Addendum, shall be extended until February 28, 2014, including but not limited to any obligation to procure for the Company Qualifying Contracts as defined in the Employment Agreement.


3.

The third paragraph of Section 4.2(d) of the Employment Agreement shall be deleted in its entirety and in its place substituted the following set forth below:


Any Custodial Stock that does not become eligible for Release prior to February 28, 2014, shall be immediately forfeited and returned to the Company and all rights of the Executive with respect to such shares shall terminate in their entirety.


4.

Section 2.1 of the Employment Agreement shall be deleted in its entirety and in its place the following substituted:


2.1

Job Title .  Executive shall serve as Chief Technical Officer and Chairman of the Company.  In such position, Executive shall have such duties and authority as are consistent therewith.  Executive shall report to the Company’s Board of Directors (the “Board”).


5.

Both parties agree to notify the escrow agent consistent with the content of this Addendum and agree to take all steps necessary to insure the escrow arrangements are consistent  with the Employment Agreement as amended through this Addendum.  





Dated and effective as of December 30, 2013.


Company:

 

Executive:                                         

 

 

 

POLY SHIELD TECHNOLOGIES, INC.

 

 

 

 

 

/s/ James Pakulis

 

/s/ Rasmus Norling

By: James Pakulis

 

Rasmus Norling

 

 


































[SHPR_EX991002.GIF]

Poly Shield Technologies Inc. OTCBB:SHPR


FOR IMMEDIATE RELEASE December 31, 2013


Poly Shield Technologies Inc., Signs an Addendum to an Employment Agreement with Rasmus Norling.


Boca Raton, Florida, December 31, 2013 – Poly Shield Technologies Inc. (“Poly Shield”), (OTCBB:SHPR) announces that on December 30, 2013, Poly Shield signed an Addendum to its December 1, 2012 Employment Agreement with Rasmus Norling to extend the deadline for the delivery of Qualifying Contracts under the Employment Agreement from December 31, 2013 to February 28, 2014.


About Poly Shield Technologies Inc.:  


Poly Shield Technologies Inc., develops and markets environmental, pollution emissions, energy saving, corrosion and durability solutions to a worldwide market. 


Poly Shield Technologies Inc.'s proprietary DSOX-15 Fuel Purification System is a cost-effective technology designed to remove sulfur from fuel in an effort to meet the upcoming sulfur emissions regulations due to take effect in 2015. The technology is currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies and can be installed during normal vessel operation without the need to use expensive dry dock time. The technology has a worldwide application that is not limited to the maritime industry. 

 

Poly Shield's fluoropolymer coatings are formulated specifically for extreme durability reduced maintenance and enhanced aesthetics.


On behalf of the Board of Directors


Brad Eckenweiler, CEO






Forward Looking Statements


This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects", "intends", "estimates", "projects", "anticipates", "believes", "could", and other similar words. All statements addressing product performance, events, or developments that Poly Shield Technologies Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in Poly Shield Technologies Inc.'s Quarterly and Annual Reports filed with the United States Securities and Exchange Commission (the "SEC"). Should one or more of these risks or uncertainties materialize, or should any of Poly Shield Technologies Inc.'s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Poly Shield Technologies Inc.'s forward-looking statements. Except as required by law, Poly Shield Technologies Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Poly Shield Technologies Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.


SOURCE Poly Shield Technologies Inc.

For further information about Poly Shield Technologies Inc. please visit the company's website at  http://www.Polyshieldtechnologies.com . or phone us at 800-648-4287