-----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, NoNprZiQ87TFjjG306nPTGGNu44UWU4YvA9J3Gur2OI+wrTZT4FG9d+J0BjghryN 9MWoMDveNhNBpMYA+50zHQ== 0001144204-07-047925.txt : 20070905 0001144204-07-047925.hdr.sgml : 20070905 20070905114625 ACCESSION NUMBER: 0001144204-07-047925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070904 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070905 DATE AS OF CHANGE: 20070905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE ENTERPRISES INC CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 071098763 BUSINESS ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE OIL CO OF TEXAS DATE OF NAME CHANGE: 19920703 8-K 1 v086980_8k.htm


 
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): September 4, 2007

WILSHIRE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
1-4673
84-0513668
(State or incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

1 Gateway Center, Newark, NJ, 07102
(Address of principal executive offices)

(201) 420-2796
(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:

¨
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2007, Wilshire Enterprises, Inc. (the “Company”) entered into a letter agreement with Frank Elenio, the Company’s Senior Vice President and Chief Financial Officer, under which Mr. Elenio will continue to be employed by the Company while Mr. Elenio also provides services to an unaffiliated company. Mr. Elenio will continue to serve, on an “at-will” basis, as the Company’s Senior Vice President and Chief Financial Officer and his annual salary will be reduced to $50,000 on an annualized basis. In addition, he will retain the right to participate in the Company’s benefit plans to the extent he is qualified.
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1- Letter Agreement dated September 4, 2007 between Wilshire Enterprises, Inc. and Frank Elenio.
 

-2-


SIGNATURE

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.

     
 
WILSHIRE ENTERPRISES, INC.
(Registrant)
 
 
 
 
 
 
Dated: September 5, 2007  By:   /s/ S. Wilzig Izak
 
S. Wilzig Izak
  Chairman of the Board and Chief Executive Officer

 
 
-3-

EX-10.1 2 v086980_ex10-1.htm
Wilshire Enterprises, Inc.
1 Gateway Center
Newark, New Jersey 07102


September 4, 2007

Mr. Frank Elenio
363 Chestnut Street
Ridgefield, NJ 07657

Dear Frank:

Wilshire Enterprises, Inc. (the “Company”) understands that you have accepted an employment opportunity with Premier Wealth Management, Inc. (“Premier Wealth”) that will commence on or about September 4, 2007. We have agreed that, notwithstanding your new position with Premier Wealth, you also may remain employed by the Company on, and subject to, the new terms and conditions of employment that are set forth below in this letter.

During the course of your continued employment with the Company, you will continue to serve as Senior Vice President and Chief Financial Officer (and Principal Financial and Accounting Officer, as defined by the Securities and Exchange Commission) of the Company. However, effective as of September 4, 2007 (the “Effective Date”), you will not be required, or expected, to (a) devote all of your business time and efforts to the Company, or (b) except as reasonably necessary, perform your duties for the Company during regular business hours or on Company premises. Notwithstanding the foregoing, the Company will require that you devote such time to your duties and obligations to the Company as is necessary to (i) accurately and timely complete the Company’s filings under the Securities Exchange Act of 1934 with the Securities and Exchange Commission and certify such filings as required and (ii) assist the Company with such other finance related matters as are reasonably requested by the Company, including, without limitation, providing timely cooperation with the Company’s investment banker and other representatives. Please understand that the Company has agreed to permit this flexible working arrangement on a trial basis only. Accordingly, without limiting your status as an “at-will” employee, the Company may, in its sole discretion, elect to terminate our employment relationship if it determines that the flexible working arrangement does not meet its business needs or if performance expectations are not met.

Commencing on the Effective Date, your base salary will be reduced to $50,000 on an annualized basis. During the period of your continued employment, you shall (a) perform your duties honestly, diligently, competently and in good faith, (b) comply with all of the Company’s policies and practices in place from time to time, and (c) will not undertake any employment or business association that requires the rendering of personal services that interferes with your ability to perform your duties to the Company or conflicts with the interests of, or your obligations to, the Company.

 
 

 
During your continued employment with the Company, you will be entitled to participate in all of the Company’s employee benefit plans and programs then in effect for employees with similar positions (including, but not limited to, participation in the Company’s medical and dental plans), subject to enrollment criteria, eligibility requirements and the other terms and conditions of such plans and programs. You also will continue to be entitled to reimbursement of (i) your monthly usage costs of a Blackberry or similar device, and (ii) reasonable business expenses that you incur in performing your duties and obligations to the Company, subject to the Company’s policies and procedures from time to time in effect and to presentation of appropriate vouchers in accordance with such policies and procedures in place from time to time. Of course, the Company reserves the right, in its discretion, to change or rescind its benefit plans and programs and require and/or alter employee contribution amounts to the cost of benefits. Given your flexible work schedule, you will no longer be entitled to a specified number of paid vacation and/or personal days.

By executing this letter below, you represent and warrant to the Company that you have no agreement with, or duty to, Premier Wealth or any other person or entity that would prohibit, prevent, inhibit, limit, or conflict with the performance of your duties to the Company.

Your employment with the Company will continue to be “at-will.” This means that, just as you may resign from the Company at any time, for any reason or no reason, the Company has the right to terminate this employment relationship, with or without cause, at any time. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by you and the CEO of the Company and such agreement expressly states that it is an employment agreement.

This letter supercedes and replaces the offer letter to you dated August 4, 2006.

Kindly sign you name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you.
 
     
  Sincerely,
 
 
 
 
 
 
    /s/ Sherry W. Izak
  Sherry W. Izak
  Chairman and Chief Executive Officer
 
Agreed and Accepted on this 4th day of September, 2007

/s/Frank Elenio
Frank Elenio
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