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) August 31, 2016
Portlogic Systems Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-151434 | 20-2000407 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 2 Toronto Street, Suite 209, Toronto, Ontario, Canada | M5C 2B5 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (437) 886-2432
(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 August 31, 2016, we entered into an Executive Appointee Agreement with Michael E. De Valera, who became our Chief Executive Officer as of that date. The agreement provides that Mr. De Valera is to perform services as our Chief Executive Officer pursuant to the directives of our Board of Directors. The services include developing strategies and vision, modeling and setting corporate culture, building and overseeing our other senior officers, allocating capital to the company’s priorities, and representing us to the public and capital markets. This agreement permits termination upon delivery of two weeks advance written notice by Mr. De Valera. The Company may terminate this agreement at any time, without notice or payment in lieu of notice, for sufficient cause.
The Executive Appointee Agreement between Michael E. De Valera and Portlogic Systems Inc. is filed as Exhibit 10.1 to this report, incorporated herewith.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 31, 2016, Jueane Thiessen resigned as our Chief Executive Officer. Ms. Thiessen’s resignation was not a result of any disagreement with us on any matter relating to our operations, policies or practices. Ms. Thiessen continues to serve as our President, Principal Accounting Officer, Chief Financial Officer and Treasurer, and on our Board of Directors.
On August 31, 2016, Michael E. De Valera was appointed as our Chief Executive Officer. We entered into an Executive Appointee Agreement with Mr. Michael E. De Valera on August 31, 2016, which is described in Item 1.01 of this report and filed as Exhibit 10.1, and is incorporated herewith.
Mr. De Valera is an experienced technology executive and entrepreneur with more than 25 years’ extensive career in the development of consulting practices specializing in managing IT needs for small and midsize corporates. From 1989 through 2016, Mr. De Valera was the founder and President of Internet Computers Inc. and Technomedia Consulting Inc., two information technology service companies that provided outsourced services and support to a highly varied and geographically dispersed client base spanning property development and construction, design, venture capital, family offices, private client investment, and art. Mr. De Valera attended University of Pennsylvania as a Wharton BA Finance undergraduate, majoring in Management and Economics, from 1983 to 1987.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Executive Appointee Agreement between Michael E. De Valera and Portlogic Systems Inc. dated August 31, 2016 |
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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 thereunto duly authorized.
| Portlogic Systems Inc. | ||
| (Registrant) | ||
| Date: September 2, 2016 | /s/ Jueane Thiessen | |
| (Signature) | ||
| Name: | Jueane Thiessen | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
Executive Appointee Agreement
THIS AGREEMENT made as of the 31st day of August, 2016, between Portlogic Systems Inc. a Nevada corporation (the "Employer"); and Michael E. De Valera (the "Employee").
WHEREAS the Employer desires to obtain the benefit of the services of the Employee, and the Employee desires to render such services on the terms and conditions set forth.
IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:
1. Employment
The Employee agrees that he will at all times faith fully, industriously, and to the best of his skill, ability, experience and talents, perform all of the duties required of his position. In carrying out these duties and responsibilities, the Employee shall comply with all Employer policies, procedures, rules and regulations, both written and oral, as are announced by the Employer from time to time. It is also understood and agreed to by the Employee that his assignment, duties and responsibilities and reporting arrangements may be changed by the Employer in its sole discretion without causing termination of this agreement.
2. Position Title
As the Chief Executive Officer, the Employee is required to perform the following duties and undertake the following responsibilities in a professional manner.
(a) - Setting strategy and vision.
(b) - Modeling and setting the company’s culture.
(c) - Building and leading the senior executive team.
(d) - Allocating capital to the company’s priorities.
(e) - Other duties as may arise from time to time and as may be assigned to the employee.
3. Compensation
(a) Cash compensation:
The employee shall be compensated $1,000 per month as CEO.
4. Probation Period
It is understood and agreed that the first ninety days of employment shall constitute a probationary period during which period the Employer may, in its absolute discretion, terminate the Employee's employment, for any reason without notice or cause.
5. Termination
(a) The Employee may at any time terminate this agreement and his employment by giving not less than two weeks written notice to the Employer.
(b) The Employer may terminate this Agreement and the Employee’s employment at any time, without notice or payment in lieu of notice, for sufficient cause.
(c) The employee agrees to return any property of Portlogic Systems Inc. at the time of termination.
6. Confidentiality
The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information
7. Ownership and Return of Property
All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Employee shall forthwith deliver all aforesaid property to the Company on the earlier of:
(a) The completion or termination of this Agreement by employee or employer.
(b) Upon the request, at any time, by the Employer.
8. Laws
This agreement shall be governed by the laws of the Province of Ontario.
9. Independent Legal Advice
The Employee acknowledges that the Employer has provided the Employee with a reasonable opportunity to obtain independent legal advice with respect to this agreement, and that either:
(a) The Employee has had such independent legal advice prior to executing this agreement, or;
(b) The Employee has willingly chosen not to obtain such advice and to execute this agreement without having obtained such advice.
10. Entire Agreement
This agreement contains the entire agreement between the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the employment of the Employee by the Employer and shall be amended or modified only by written instrument signed by both of the parties hereto.
11. Severability
The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect.
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IN WITNESS WHEREOF the Employer has caused this agreement to be executed by its duly authorized officers and the Employee has set his hand as of the date first above written.
SIGNED, SEALED AND DELIVERED in the presence of:
The Employee: Michael E. De Valera
| /s/ Michael E. De Valera | |
| [Signature of Employer Rep] | |
| (Signatute of the Employee) | |
| The Employee Rep: Evangelos A. Soukas | |
| /s/ Evangelos A. Soukas | |
| [Signature of Employer Rep] | |
| PORTLOGIC SYSTEMS INC. | |
| /s/ Jueane Thiessen | |
| Jueane Thiessen | |
| CFO, Portlogic Systems |
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