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):
December 5, 2016
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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New York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices)
(678) 871-7457
(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:
☐ 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
Jeffrey Cosman – Second Amendment to Employment
Agreement
On
December 5, 2016, Meridian Waste Solutions, Inc. (the
“Company”) and Jeffrey Cosman, the Company’s
Chief Executive Officer, entered into that certain Second Amendment
to Employment Agreement (the
“Cosman Second
Amendment”)
to that certain Executive Employment
Agreement, dated as of March 11, 2016, by and between Mr. Cosman
and the Company (as amended, the
“Cosman Employment
Agreement”).
The
Cosman Employment Agreement, as amended by the Cosman Second
Amendment, provides that Mr. Cosman may receive an annual equity
bonus in the form of options, in accordance with the
Company’s 2016 Equity and Incentive Plan (the
“Plan”) and subject to the restrictions contained
therein, in an amount equivalent to 6% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities. The exercise price for such options
shall be the closing price of the Company’s common stock on
the date of grant, or such higher price as may be required pursuant
to the Plan.
Walter H. Hall – Amendment to Employment
Agreement
On
December 5, 2016 the Company and Walter H. Hall, Jr., the
Company’s Chief Operating Officer, entered into that certain
Amendment to Employment Agreement (the “Hall
Amendment”) to that certain Executive Employment agreement,
dated as of March 11, 2016, by and between Mr. Hall and the Company
(the “Hall Employment Agreement”)
.
The
Hall Employment Agreement, as amended by the Hall Second Amendment,
provides that Mr. Hall may receive an annual equity bonus in the
form of options, in accordance with the Plan and subject to the
restrictions contained therein, in an amount equivalent to 2% of
the value of all acquisitions by the Company or its subsidiaries of
substantially all the assets of existing businesses or of
controlling interests in existing business entities. The exercise
price for such options shall be the closing price of the
Company’s common stock on the date of grant, or such higher
price as may be required pursuant to the Plan.
Joseph D’Arelli – Amendment to Employment
Agreement
On
December 5, 2016 the Company and Joseph D’Arelli, the
Company’s Chief Financial Officer, entered into that certain
Amendment to Employment Agreement (the “D’Arelli
Amendment”) to that certain Executive Employment agreement,
dated as of November 29, 2016, by and between Mr. D’Arelli
and the Company (the “D’Arelli Employment
Agreement”)
.
The
D’Arelli Employment Agreement, as amended by the
D’Arelli Second Amendment, provides that Mr. D’Arelli
may receive an annual equity bonus in the form of options, in
accordance with the Plan and subject to the restrictions contained
therein, in an amount equivalent to 0.5% of the value of all
acquisitions by the Company or its subsidiaries of substantially
all the assets of existing businesses or of controlling interests
in existing business entities. The exercise price for such options
shall be the closing price of the Company’s common stock on
the date of grant, or such higher price as may be required pursuant
to the Plan.
Item 5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
Item
1.01 above is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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10.1*
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Second Amendment to
Executive Employment Agreement, dated December 5, 2016, by and
between the Company and Jeffrey Cosman.
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10.2*
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Amendment to
Executive Employment Agreement, dated December 5, 2016, by and
between the Company and Walter H. Hall, Jr.
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*
filed
herewith
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.
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MERIDIAN WASTE SOLUTIONS, INC.
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Date:
December 5, 2016
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By:
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/s/ Jeffrey Cosman
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Name:
Jeffrey Cosman
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Title:
Chief Executive Officer
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4
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this
“Amendment”) is entered into as of December 5, 2016 by
and among Meridian Waste Solutions, Inc., a New York corporation
(the “Company”) and Jeffrey S. Cosman
(“Executive”). The Company and Executive are also each
hereinafter referred to individually as a “Party” and
together as the “Parties”.
RECITALS
WHEREAS, Executive
serves as the Chairman and Chief Executive Officer of the Company
pursant to that certain Executive Employment Agreement, dated as of
March 11, 2016, between the Parties, as amended by that certain
Amendment to Executive Employment, dated as of November 29, 2016
(collectively, the “Original Agreement”);
and
WHEREAS, the
Parties desire to amend the Original Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:
1.
Amendments
. The Original
Agreement shall be amended as follows:
a.
References to this
“Agreement” shall mean the Original Agreement as
amended by this Amendment.
b.
Section 3.04 of the
Original Agreement is amended and restated in its entirety as
follows:
Equity Bonus
. During each
calendar year of this Agreement, Executive shall be entitled to an
annual bonus, payable in non-qualified stock options to purchase
common stock of the Company (the “Options”) in
accordance with the Company’s 2016 Equity and Incentive Plan
and subject to the restrictions contained therein and/or in any
Option Agreement between Executive and the Company, based upon
acquisitions by the Company or a subsidiary of the Company of
substantially all the assets of existing businesses or of
controlling interests in existing business entities (collectively,
the “Major Transactions”). The Options will be
calculated as of January 15th of each year of this Agreement
based upon the Major Transactions which took place in the
immediately preceding calendar year, as follows: the number of
shares of Common Stock that may be purchased pursuant to Options
for such year shall be calculated based on the dollar value
obtained by multiplying the sum of the purchase prices and/or
proceeds of all Major Transactions during the immediately preceding
year by .06, and such total shall then be divided by the average
closing price of the Common Stock in the principal
market on which the Common Stock is traded, for the five (5)
consecutive trading days ending on the last trading day of the
previous calendar year. The resulting calculation shall be the
number of Options which shall be issued to the Executive. The
Options shall have an exercise price equal to the closing price
of the Common Stock in the principal market on
which the Common Stock is traded as of the date of grant of
such Options; provided, however, such exercise price shall be
increased to 110% of the closing price of the Common
Stock in the principal market on which the Common
Stock is traded as of the date of grant of such Options, or such
other amount, as may be required in accordance with the
Company’s 2016 Equity and Incentive Plan. The Options will be
exercisable for a period of five years. The calculations described
above shall be made by no later than January 15th of the year
following the calendar year for which the calculations are based
and the shares shall be issued to the Executive within 15 days of
the calculation having been completed. For purposes of illustration
only, in the event that Major Transactions in the amount of
$75,000,000 occurred during the 2016 calendar year and the closing
price for the Common Stock on the date of such grant was $15.00 per
share, in 2017 the Executive would be entitled to receive Options
to purchase 300,000 shares ((75,000,000/15)*.06).
2.
Governing Law; Jurisdiction
.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction). Any legal
proceeding arising out of or based upon this Agreement shall be
instituted in the federal courts or the courts of the state of New
York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.
3.
Counterparts
. This Amendment
may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.
IN WITNESS WHEREOF
, each of the
undersigned hereby (a) executes this Agreement; (b) confirms its
agreement with the provisions and covenants herein provided; and
(c) agrees to be bound by this Agreement.
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COMPANY:
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EXECUTIVE:
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MERIDIAN
WASTE SOLUTIONS, INC.
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By:
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/s/
Walter H. Hall,
Jr.
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/s/ Jeffrey
Cosman
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Name: Walter H.
Hall, Jr.
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JEFFREY
COSMAN, individually
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Title: President
and
Chief Operating
Officer
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is
entered into as of December 5, 2016 by and among Meridian Waste
Solutions, Inc., a New York corporation (the “Company”)
and Walter H. Hall, Jr. (“Executive”). The Company and
Executive are also each hereinafter referred to individually as a
“Party” and together as the
“Parties”.
RECITALS
WHEREAS, Executive
serves as the Chief Operating Officer of the Company pursuant to
that certain Executive Employment Agreement, dated as of March 11,
2016, between the Parties (the “Original Agreement”);
and
WHEREAS, the
Parties desire to amend the Original Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:
1.
Amendments
. The Original
Agreement shall be amended as follows:
a.
References to this
“Agreement” shall mean the Original Agreement as
amended by this Amendment.
b.
Section 3(b)(ii) of
the Original Agreement is amended and restated in its entirety as
follows:
Equity Bonus
. During each
calendar year of this Agreement, Executive shall be entitled to an
annual bonus, payable in non-qualified stock options to purchase
common stock of the Company (the “Options”) in
accordance with the Company’s 2016 Equity and Incentive Plan
and subject to the restrictions contained therein and/or in any
Option Agreement between Executive and the Company, based upon
acquisitions by the Company or a subsidiary of the Company of
substantially all the assets of existing businesses or of
controlling interests in existing business entities (collectively,
the “Major Transactions”). The Options will be
calculated as of January 15th of each year of this Agreement
based upon the Major Transactions which took place in the
immediately preceding calendar year, as follows: the number of
shares of Common Stock that may be purchased pursuant to Options
for such year shall be calculated based on the dollar value
obtained by multiplying the sum of the purchase prices and/or
proceeds of all Major Transactions during the immediately preceding
year by .02, and such total shall then be divided by the average
closing price of the Common Stock in the principal
market on which the Common Stock is traded, for the five (5)
consecutive trading days ending on the last trading day of the
previous calendar year. The resulting calculation shall be the
number of Options which shall be issued to the Executive. The
Options shall have an exercise price equal to the closing price
of the Common Stock in the principal market on
which the Common Stock is traded as of the date of grant of
such Options; provided, however, such exercise price shall be
increased to 110% of the closing price of the Common
Stock in the principal market on which the Common
Stock is traded as of the date of grant of such Options, or such
other amount, as may be required in accordance with the
Company’s 2016 Equity and Incentive Plan. The Options will be
exercisable for a period of five years. The calculations described
above shall be made by no later than January 15th of the year
following the calendar year for which the calculations are based
and the shares shall be issued to the Executive within 15 days of
the calculation having been completed. For purposes of illustration
only, in the event that Major Transactions in the amount of
$75,000,000 occurred during the 2016 calendar year and the closing
price for the Common Stock on the date of such grant was $15.00 per
share, in 2017 the Executive would be entitled to receive Options
to purchase 100,000 shares ((75,000,000/15)*.02).
2.
Governing Law; Jurisdiction
.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction). Any legal
proceeding arising out of or based upon this Agreement shall be
instituted in the federal courts or the courts of the state of New
York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.
3.
Counterparts
. This Amendment
may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.
IN WITNESS WHEREOF
, each of the
undersigned hereby (a) executes this Agreement; (b) confirms its
agreement with the provisions and covenants herein provided; and
(c) agrees to be bound by this Agreement.
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COMPANY:
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EXECUTIVE:
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MERIDIAN
WASTE SOLUTIONS, INC.
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By:
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/s/
Jeffrey S.
Cosman
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/s/ Walter H.
Hall
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Name:
Jeffrey S.
Cosman
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WALTER
H. HALL, Jr., individually
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Title:
Chief
Operating Officer
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is
entered into as of December 5, 2016 by and among Meridian Waste
Solutions, Inc., a New York corporation (the “Company”)
and Joseph D’Arelli (“Executive”). The Company
and Executive are also each hereinafter referred to individually as
a “Party” and together as the
“Parties”.
RECITALS
WHEREAS, Executive
serves as the Chief Financial Officer of the Company pursant to
that certain Executive Employment Agreement, dated as of November
29, 2016, between the Parties (the “Original
Agreement”); and
WHEREAS, the
Parties desire to amend the Original Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:
1.
Amendments
. The Original
Agreement shall be amended as follows:
a.
References to this
“Agreement” shall mean the Original Agreement as
amended by this Amendment.
b.
Section 3(b)(ii) of
the Original Agreement is amended and restated in its entirety as
follows:
Equity Bonus
. During each
calendar year of this Agreement, Executive shall be entitled to an
annual bonus, payable in non-qualified stock options to purchase
common stock of the Company (the “Options”) in
accordance with the Company’s 2016 Equity and Incentive Plan
and subject to the restrictions contained therein and/or in any
Option Agreement between Executive and the Company, based upon
acquisitions by the Company or a subsidiary of the Company of
substantially all the assets of existing businesses or of
controlling interests in existing business entities (collectively,
the “Major Transactions”). The Options will be
calculated as of January 15th of each year of this Agreement
based upon the Major Transactions which took place in the
immediately preceding calendar year, as follows: the number of
shares of Common Stock that may be purchased pursuant to Options
for such year shall be calculated based on the dollar value
obtained by multiplying the sum of the purchase prices and/or
proceeds of all Major Transactions during the immediately preceding
year by .005, and such total shall then be divided by the average
closing price of the Common Stock in the principal
market on which the Common Stock is traded, for the five (5)
consecutive trading days ending on the last trading day of the
previous calendar year. The resulting calculation shall be the
number of Options which shall be issued to the Executive. The
Options shall have an exercise price equal to the closing price
of the Common Stock in the principal market on
which the Common Stock is traded as of the date of grant of
such Options; provided, however, such exercise price shall be
increased to 110% of the closing price of the Common
Stock in the principal market on which the Common
Stock is traded as of the date of grant of such Options, or such
other amount, as may be required in accordance with the
Company’s 2016 Equity and Incentive Plan. The Options will be
exercisable for a period of five years. The calculations described
above shall be made by no later than January 15th of the year
following the calendar year for which the calculations are based
and the shares shall be issued to the Executive within 15 days of
the calculation having been completed. For purposes of illustration
only, in the event that Major Transactions in the amount of
$75,000,000 occurred during the 2016 calendar year and the closing
price for the Common Stock on the date of such grant was $15.00 per
share, in 2017 the Executive would be entitled to receive Options
to purchase 25,000 shares ((75,000,000/15)*.005).
2.
Governing Law; Jurisdiction
.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction). Any legal
proceeding arising out of or based upon this Agreement shall be
instituted in the federal courts or the courts of the state of New
York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.
3.
Counterparts
. This Amendment
may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.
IN WITNESS WHEREOF
, each of the
undersigned hereby (a) executes this Agreement; (b) confirms its
agreement with the provisions and covenants herein provided; and
(c) agrees to be bound by this Agreement.
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COMPANY:
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EXECUTIVE:
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MERIDIAN
WASTE SOLUTIONS, INC.
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By:
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/s/
Jeffrey S.
Cosman
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/s/ Joseph
D'Arelli
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Name:
Jeffrey S.
Cosman
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JOSEPH
D’ARELLI, individually
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Title:
Chief
Executive Officer
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