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): January 1,
2008
Spongetech
Delivery Systems, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
inCompany)
|
333-100925
(Commission
File Number)
|
54-2077231
(IRS
Employer
Identification
No.)
|
43
West 33rd
Street, Suite 600
New
York, New York 10001
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (212)
594-4175
The
Empire Sate Building, 350 Fifth Avenue
Suite
2204, New York, New York 10118
(Former
name or former address, if changed since last report)
Copies
to:
Richard
A. Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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
3.02 Unregistered Sales of Equity Securities
On
July
16, 2008, the Company entered into an employment agreement with Steven Moskowitz
pursuant to which Mr. Moskowitz agreed to act as the Chief Operating Officer
and
Chief Financial Officer for a three-year term. In consideration for his agreeing
to act as Chief Operating Officer and Chief Financial Officer and in lieu of
any
salary payable in cash for the three-year term, the Company agreed to issue
an
aggregate of 4,000,000 shares of Class B Stock to Mr. Moskowitz. Such Class
B
Stock is entitled to 100 votes per share on all matters for each share of Class
B Stock owned, and vote together with the holders of common stock on all
matters. Further, each share of Class B Stock is convertible at the option
of
the holder, into one fully paid and nonassessable share of Common
Stock.
On
July
16, 2008, the Company entered into an employment agreement with Michael L.
Metter pursuant
to which Mr. Metter agreed to act as the Chief Executive Officer for a
three-year term. In consideration for his agreeing to act as Chief Executive
Officer and in lieu of any salary payable in cash for the three-year term,
the
Company agreed to issue an aggregate of 4,000,000 shares of Class B Stock to
Mr.
Metter. Such Class B Stock is entitled to 100 votes per share on all matters
for
each share of Class B Stock owned, and vote together with the holders of common
stock on all matters. Further, each share of Class B Stock is convertible at
the
option of the holder, into one fully paid and nonassessable share of Common
Stock.
On
July
16, 2008, the
Company entered into a consulting agreement with Frank Lazauskas pursuant to
which Mr. Lazauskas agreed to act as a consultant to the Company for a
three-year term. In consideration for his agreeing to act as a consultant,
and
in lieu of any compensation payable in cash for the three-year term, the Company
agreed to issue an aggregate of 2,000,000 shares of Class B Stock to Mr.
Lazauskas. Such Class B Stock is entitled to 100 votes per share on all matters
for each share of Class B Stock owned, and vote together with the holders of
common stock on all matters. Further, each share of Class B Stock is convertible
at the option of the holder, into one fully paid and nonassessable share of
Common Stock.
On
July
16, 2008, the Company issued
an
aggregate of 2,253,436 shares of common stock to Sichenzia Ross Friedman Ference
LLP as compensation for legal services rendered to the Company.
On
June
2, 2008, the Company entered into a consulting agreement with R.F. Lafferty
& Co., Inc. pursuant
to which R.F. Lafferty & Co., Inc. agreed
to
provide certain strategic financial and advisory services to the Company for
a
two-year term. In consideration for their agreeing to act as a consultant,
the
Company agreed to issue an aggregate of 2,000,000 shares of common Stock to
R.F.
Lafferty & Co., Inc.
From
January of 2008 through June 2008, the Company issued an aggregate of
267,154,132 shares of common stock to RM Enterprises International, Inc., a
company that is our majority stockholder and which is controlled by our officers
and directors, in consideration of the advance to the Company of an aggregate
of
$4,918,432.46 by RM Enterprises International, Inc. Such shares were issued
in
tranches at the time of each of the advances of funds to the Company at a 40%
discount from the market price on the date of each such advance. The average
per
share issuance price for the shares was $0.0184.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Act") with respect to each of the foregoing
issuances pursuant to Section 4(2) of the Act and/or Regulation D promulgated
thereunder.
As
a
result of the forgoing transactions the Company currently has an aggregate
of
399,955,873 shares of common stock and 10,000,000 shares of Class B Stock issued
and outstanding.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
July 16, 2008, the Board of Directors of the Company amended the Company’s
Certificate of Incorporation to increase its authorized capital to 800,000,000
shares consisting of 750,000,000 shares of common stock, par value $0.001,
40,000,000 shares of preferred stock, par value $0.001, and 10,000,000 shares
of
Class B Stock, par value $0.001. The Class B Stock is a newly created
designation.
Description
of Class B Stock
Holders
of Class B Stock are entitled to vote on all matters submitted to shareholders
of the Company and are entitled to 100 votes for each share of Class B Stock
owned. Holders of Class B Stock vote together with the holders of common stock
on all matters.
Each
share of Class B Stock is convertible at the option of the holder, into one
fully paid and nonassessable share of Common Stock.
Holders
of the Class B Stock shall be entitled to receive such dividends and other
distributions in cash, stock or property of the Company as may be declared
thereon by the Board of Directors from time to time out of assets or funds
of
the Company legally available. In the case of cash dividends, if at any time
a
cash dividend is paid on the Common Stock, a cash dividend will also be paid
on
the Class B Stock in an amount per share Class B Stock equal to 90% of the
amount of the cash dividends paid on each share of the Common Stock (rounded
down, if necessary, to the nearest one-hundredth of a cent).
No
person
holding shares of Class B Stock of record may transfer, and the Company shall
not register the transfer of, such shares of Class B Stock, as Class B Stock,
whether by sale, assignment, gift, bequest, appointment or otherwise, except
to
a permitted transferee (as described in the Certificate of Amendment) and any
attempted transfer of shares not permitted shall be converted into Common Stock
as provided by subsection.
Item
8.01 Other Events.
On
July
16, 2008, the Company formed six wholly-owned subsidiaries under the laws of
the
State of Nevada: (1) Spongetech Kitchen & Bath, Inc.; (2) Spongetech Health
& Beauty, Inc.; (3) Spongetech Auto, Inc.; (4) Spongetech Medical, Inc.; (5)
Spongetech Pets, Inc.; and (6) America’s Cleaning Company. The Company plans to
engage in its proposed different lines of business through each of the
subsidiaries and to hold all intellectual property in its America’s Cleaning
Company subsidiary.
In
July
2008, RM Enterprises International, Inc., a company that is our majority
stockholder and which is controlled by our officers and directors, agreed to
grant the Company the right, exercisable by the Company at any time on or prior
to February 28, 2010, to repurchase all or any portion of the 267,154,132 shares
issued that RM Enterprises International, Inc. had purchased from the Company
since January 1, 2008 at the original price paid by RM Enterprises
International, Inc. to the Company for such shares, or an aggregate of
$4,918,432.46 for all of such shares.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Certificate
of Amendment to Certificate of Spongetech Delivery Systems, Inc.
filed on
July 16, 2008
|
|
3.2
|
|
Employment
Agreement between Spongetech Delivery Systems, Inc. and Steven Moskowitz
dated July 16, 2008
|
|
3.3
|
|
Employment
Agreement between Spongetech Delivery Systems, Inc. and Michael L.
Metter
dated July 16, 2008
|
|
3.4
|
|
Consulting
Agreement between Spongetech Delivery Systems, Inc. and Frank
Lazauskas dated July 16, 2008
|
|
3.5
|
|
Consulting
Agreement between Spongetech Delivery Systems, Inc. and R.F. Lafferty
& Co. Inc. dated June 2, 2008
|
|
3.6
|
|
Letter
Agreement between Spongetech Delivery Systems, Inc. and R.M. Enterprises
International, Inc. dated July 24,
2008
|
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.
| |
|
|
| |
Spongetech
Delivery Systems, Inc. |
|
|
|
| Date:
July 28, 2008 |
By: |
/s/ Steven
Moskowitz |
| |
Steven
Moskowitz |
| |
Chief
Operating Officer and Chief Financial Officer
|