8-K 1 v127886_8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 26, 2008
 
THE SAINT JAMES COMPANY
(Exact name of registrant as specified in its charter)


North Carolina
000-13738
56-1426581
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

Broadway Plaza, 520 Broadway, Suite 350 Santa Monica CA 90401
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (818) 880-5285
 
 
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))
 

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
On September 19, 2008, Bruce M. Cosgrove resigned as our Chief Executive Officer and as one of our directors and, in connection therewith, Mr. Cosgrove and we entered into a Resignation Agreement and General Release (the “Agreement”). Pursuant to various employment-related statutes and revocation rights, however, Mr. Cosgrove’s resignation was not effective until the close of business on September 26, 2008. In connection with the Agreement, we agreed to pay to Mr. Cosgrove $25,000 and he released us from all claims, demands, actions, grievances, or other legal responsibilities of any kind that he may have otherwise had based on his tenure with us as our Chief Executive Office and director. In addition, effective September 26, 2008, Stuart Hamilton also resigned as one of our directors. Further, effective on September 26, 2008, our sole remaining director, Wayne Gronquist, became our acting Chief Executive Officer and Chief Financial Officer.
 
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
 
(d)   Exhibits.
 
Exhibit No.
  
Description of Exhibit 
99.3*
  
Resignation Agreement and General Release dated September 19, 2008 between Bruce M. Cosgrove and The Saint James Company
     
______________    
* filed herewith

 
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.
 
Date: October 02, 2008
THE SAINT JAMES COMPANY
   
   
 
By:
/S/ WAYNE GRONQUIST
   
Acting Chief Executive Officer

 
2


Exhibit Index
 
Exhibit No.
  
Description of Exhibit 
99.3
  
Resignation Agreement and General Release dated September 19, 2008 between Bruce M. Cosgrove and The Saint James Company