8-K 1 a12-7272_18k.htm 8-K





Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 9, 2012



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)


(Commission File Number)


(IRS Employer

Identification Number)


1621 18th Street



Suite 260



Denver, CO



(Address of Principal Executive Offices)


(Zip Code)


(303) 634-2239

(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):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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


Appointment of Director


The Company’s board of directors appointed Devon Archer to the board of directors effective March 9, 2012.


Mr. Archer is the Co-Founder and Senior Managing Partner of Rosemont Capital, LLC, where he has led the development of the investment platform, which manages private equity, fixed income and real estate investments since January 2005.  Mr. Archer was the Founder and President of Sitaro LTD., a leading marketing software and services company acquired by CoActive Marketing Group in 2004.  From September 1999 to January 2001, Mr. Archer worked at New England Financial and MetLife as a special analyst to the Strategic Management Group of New England Financial’s and MetLife’s Executive Committees through their merger.  Mr. Archer started his career at Citibank in September 1996 as a Management Associate and worked for the foreign direct investment group, Citicorp Asia Ltd.  Along with Rosemont Realty, LLC, Mr. Archer serves on the Boards of Rosemont private portfolio companies; Viet Thai Joint Stock Company, 2-20 Records & Diamondback Tactical, and is a Trustee of the Heinz Family Office.  Mr. Archer earned his Bachelor of Arts in American Studies from Yale University.  Mr. Archer’s extensive investment and finance experience in domestic and international capital markets provide a valuable and unique perspective to our board of directors in its oversight of the Company’s strategy, planning and operations and led our board of directors to conclude that he should serve as a director.


Our board of directors has not yet appointed Mr. Archer to any committees, but anticipates appointing Mr. Archer as chairman of the audit committee.  The compensation for chairing the audit committee is $50,000 annually and will be paid in quarterly installments, commencing with the quarter ending on March 31, 2012.






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.










/s/ Patrick L. Avery

Date:  March 15, 2012


Chief Executive Officer