-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQH6GpYq+dShZXV2wkJGNh9RFG8OV5anvD3rKQuts2Jc6N1KPWQj3ZPt8yUjJM2X RcEt1IO4rvV5Tci7euS5hQ== 0000897101-09-001408.txt : 20090713 0000897101-09-001408.hdr.sgml : 20090713 20090713151833 ACCESSION NUMBER: 0000897101-09-001408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090709 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIND ENERGY AMERICA INC. CENTRAL INDEX KEY: 0000351809 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 411387074 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09996 FILM NUMBER: 09941881 BUSINESS ADDRESS: STREET 1: 12100 SINGLETREE LANE, SUITE 100 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9527461234 MAIL ADDRESS: STREET 1: 12100 SINGLETREE LANE, SUITE 100 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: DOTRONIX INC DATE OF NAME CHANGE: 19920703 8-K 1 wind093150_8k.htm FORM 8-K DATED JULY 9, 2009 Wind Energy America Inc. Form 8-K Dated July 9, 2009
 
 

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2009


WIND ENERGY AMERICA INC.

(formerly Dotronix, Inc.)

(Exact name of registrant as specified in its charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

0-9996

41-1387074

(Commission File Number)

(IRS Employer Identification No.)

 

12100 Singletree Lane, Suite 100

Eden Prairie, MN 55344

(Address of Principal Executive Offices)(Zip Code)

(952) 746-1313

(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:

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 l.01  Entry Into a Material Definitive Agreement

 

Effective June 30, 2009, Wind Energy America Inc.(the “Company”) and Donald Blakstad of San Diego, California, entered into an Agreement providing for Mr. Blakstad to provide management services to the Company for a term of eighteen months with a month-to- month continuance after the initial term.

 

Under the Agreement, Mr. Blakstad shall provide management and financial services to the Company including attending meetings of the Board of Directors on a regular basis as well as serving as a director if so appointed, advising the principal officers of the Company at all requested and reasonable times regarding management, financial, operational and acquisition matters and transactions, and assisting the Company to develop long-term strategic planning for future growth. Mr. Blakstad also will assist the Company to identify and retain experienced management and other personnel or contractors to perform development and operational functions and services for its wind power properties and projects, and to assist the Company in obtaining venture capital financing to fund and implement its anticipated acquisitions and projects.

 

The Agreement requires the Company to compensate Mr. Blakstad with deferred monthly payments of $15,000 which are not payable until the expiration of the initial 18-month term, 100,000 shares of unregistered common stock of the Company, and a Stock Purchase Warrant to acquire l,000,000 common shares of the Company exercisable anytime at $.25 per share during a five-year term. Severance and other detailed terms of the Agreement are set forth in full on Exhibit No. 1.1 filed with this current report on Form 8-K.

 

Mr. Blakstad has already performed valuable services to the Company during the past two years, including being responsible for raising more than $2 Million of funding to support the Company’s wind acquisition and development properties and projects. Mr. Blakstad has many years of broad and successful direct management experience in operating small start-up to large private companies, as well as having developed and nurtured many personal and business contacts who have owned and managed large successful businesses including both private and public companies. For example, Mr. Blakstad was the founder and President of two large affiliated long-distance telephone companies headquartered in San Diego and provided worldwide retail long-distance telephone services for many years, and which Mr. Blakstad grew from start-up to having a customer base of over l,000,000 customers when his customer base assets were sold to a large telephone service provider.

 

The complete Agreement with Mr. Blakstad is incorporated herewith as Exhibit 1.1 to this current report on Form 8-K.

 

Item 9.01  Financial Statements and Exhibits

 

Exhibit No.

Description

 

 

1.1

Agreement Between Registrant and Donald Blakstad

 

 




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.

 

Dated: July 13, 2009

 

 

 

Wind Energy America Inc.

 

 

 

 

By

/s/ Robert O. Knutson

 

 

Robert O. Knutson, Managing Director

 

 

 









EX-1.1 2 wind093150_ex1-1.htm AGREEMENT BETWEEN REGISTRANT AND DONALD BLAKSTAD Exhibit 1.1 to Wind Energy America Inc. Form 8-K Dated July 9, 2009

Exhibit 1.1

 

AGREEMENT

 

THIS AGREEMENT, made and effective this 30th day of June, 2009 by and between Wind Energy America Inc., a Minnesota corporation (the “Company”) and Donald Blakstad of San Diego, California (“Blakstad”).

 

WITNESSETH, WHEREAS Blakstad has agreed to provide management and financial services to the Company as an independent contractor and also to accept a position on the Board of Directors of the Company.

 

FURTHER WHEREAS, the Company deems it to be in its best interests to retain Blakstad on the terms and conditions set forth herein and to add him to its Board of Directors.

 

NOW, THEREFORE, for valuable consideration and upon the mutual covenants and promises contained in this Agreement, the parties hereto agree as follows:

 

1.  Management Services.  The Company hereby retains Blakstad, and Blakstad hereby accepts this engagement for services to be provided to the Company. Blakstad shall be available to attend meetings of the Board of Directors on a regular basis and to otherwise consult with the Board of Directors or principal officers of the Company as requested, including providing such management, financial, and operational services as requested by the Company at all reasonable times. Further, agrees to accept appointment as a director of the Company and incident thereto to serve in the role of Chairman of the Board of Directors of the Company if and when so elected. Blakstad will assist the Company with advice and determination regarding any purchase or sale of wind power properties or interests therein, as requested by the Board of Directors of the Company.

 

Blakstad also will assist the Company to identify and retain experienced and qualified personnel or outside contractors to perform development, operational or maintenance services for wind power properties or projects of the Company.

 

Blakstad also will advise and assist the Company with long-term strategic plans intended to foster the future growth and publicly-traded status of the Company.

 

Blakstad also will assist the Company with general venture capital financial consulting including advice regarding the terms and types of debt or equity securities to be offered by the Company, whether private or public securities offerings or other funding operations of the Company.

 

2.  Term of Agreement.  The term of this Agreement shall be for the 18-month period commencing on July 1, 2009, and at the expiration of such 18 months, this Agreement shall continue on a month-to-month basis on the same terms as the initial 18 months.

 

3.  Independent Contractor.  Blakstad shall perform any and all director services and any non-director consulting services under this Agreement strictly as an independent contractor, and nothing contained herein shall be considered to establish or infer an employee-employer relationship.

 




4.  Compensation for Services.  The Company agrees to pay to Blakstad for the services provided by Blakstad to the Company under this Agreement the following:

 

i.  Monthly compensation of $15,000, which shall be deferred until the end of the 18-month term of this Agreement, upon which all accrued amounts shall be paid in full by the Company.

 

ii.  One Hundred Thousand (100,000) common shares of the Company, which shall be unregistered stock bearing the standard restrictive legend providing it cannot be sold or transferred unless registered under applicable securities laws or exempt from such registration under an exemption such as Rule 144 of the Securities Act of 1933.

 

iii.  A Stock Purchase Warrant to purchase 1,000,000 common shares of the Company over a 5-year term at an exercise price of $.25 per share.

 

5.  Termination of Services.  In the event the Company makes a decision to no longer utilize or avail itself of the services of Blakstad during the term of this Agreement or thereafter while he is serving on a month-to-month basis, the Company shall immediately pay any accrued monthly payments due to Blakstad plus any remaining payments due under the initial 18-month term hereof and plus a severance payment of 6 months of his monthly compensation (i.e. - $90,000).

 

6.  General.  The parties hereto further agree as follows:

 

a.  Upon expiration or termination of this Agreement for any reason, Blakstad will return to the Company all property of the Company in the possession of Blakstad.

 

b.  This Agreement and its terms shall be governed by the laws of Minnesota.

 

c.  This Agreement or any of its terms shall not be assignable by either party hereto.

 

d.  This Agreement shall be binding upon the respective successors, if any, of the parties hereto.

 

e.  If any provision of the terms of this Agreement shall be invalid or unenforceable for any reason, such fact shall not affect or modify the effect or force of any other provision of this Agreement.

 

f.  This Agreement sets forth the entire understanding of the parties hereto and supersedes any prior representations or understandings of the parties hereto or either party hereto, oral or otherwise, with respect to any matter or issue contained in or referred to by this Agreement.

 

g.  Any modification or amendment of this Agreement or any of its terms shall be effective only if consented to in writing by both parties hereto.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

 

Wind Energy America Inc., the Company

 

By

/s/Robert O. Knutson

 

/s/ Donald Blakstad

Robert O. Knutson, Principal Executive Officer

 

Donald Blakstad

Officer and CFO

 

 

 

 

 

 

And

/s/Robert A. Williams

 

 

Robert A. Williams, Chairman

 

 

 

 

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