-----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, LSp2OJoP15YgnGymvlNECz6Cq+7u2vQ0cEJhO0kUGbOCrd8O9dnHY3NxTFwF1NoX aWvwuc3QUHP3Fhn+JNoQTw== 0001176256-08-000061.txt : 20080118 0001176256-08-000061.hdr.sgml : 20080118 20080118155813 ACCESSION NUMBER: 0001176256-08-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080118 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20080118 DATE AS OF CHANGE: 20080118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATE COM INC CENTRAL INDEX KEY: 0001108630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880346310 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29929 FILM NUMBER: 08538888 BUSINESS ADDRESS: STREET 1: 375 WATER STREET, SUITE 645 CITY: VANCOUVER BC V6B 5C6 STATE: A1 ZIP: 89502 BUSINESS PHONE: 6046970136 MAIL ADDRESS: STREET 1: 375 WATER STREET, SUITE 645 CITY: VANCOUVER BC V6B 5C6 STATE: A1 ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: TROYDEN CORP DATE OF NAME CHANGE: 20000307 8-K 1 communicate8kjan18.htm CURRENT REPORT Filed by EDF Electronic Data Filing Inc. (604)-879-9956 - Communicate.com Inc. - Form 8-K

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): January 18, 2008 (January 17, 2008)

COMMUNICATE.COM INC.
(Exact name of Registrant as specified in charter)

Nevada 000-29929 88-0346310
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification Number)

     375 Water Street
Suite 645
Vancouver, British Columbia V6B 5C6

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 697-0136

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).

[   ] 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 CFR240.14a -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 240.13(e) - -4(c))

 

INFORMATION TO BE INCLUDED IN REPORT

This Form 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events


and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

Employment Severance Agreement between Communicate.com Inc. and Mr. Cameron Pan

     Pursuant to the terms and conditions of an employment severance agreement, dated January 17, 2008, between Communicate.com Inc. (the “Company”) and Cameron Pan (the “Severance Agreement”), Mr. Pan will resign as the Chief Financial Officer and employee of the Company effective as of January 31, 2008. Mr. Pan has been employed as an officer of the Company pursuant to an employment agreement dated May 16, 2007. Pursuant to the Severance Agreement, the Company has agreed to pay Mr. Pan on February 1, 2008 $248,000 represented by $158,400 of severance allowance and 79,200 of accrued bonus and $10,400 for other benefits, less any and all applicable government withholdings and deductions. Furthermore, pursuant to the Severance Agreement, for a period commencing on February 1, 2008 until April 30, 2008, the Company has agreed to retain Mr. Pan as a consultant for a daily fee of $750 or as the case may be, for an hourly rate of $120, to assist in the day to day operations of the Company and the transition of duties from Mr. Pan to others that may be designated by the Company.

     The foregoing description of the Severance Agreement is qualified in its entirety by reference to the Severance Agreement which is attached to this Current Report as Exhibit 10.1.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information set forth in Item 1.01 is hereby incorporated by reference into this Item 5.02.

     Effective January 31, 2008, Mr. Cameron Pan will resign from his position as Chief Financial Officer of the Company. There were no disagreements between or among Mr. Pan and the Company or any officer or director of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  Exhibit  
     
  10.1 Employment Severance Agreement dated January 17, 2008, between Communicate.com Inc. and Cameron Pan.
     

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.

COMMUNICATE.COM INC.

By: /s/ C. Geoffrey Hampson
       C. Geoffrey Hampson 
       Chief Executive Officer 
       Dated: January 18, 2008


EX-10.1 2 exhibit10-1.htm EMPLOYMENT SEVERANCE AGREEMENT DATED JANUARY 17, 2008 Exhibit 10.1
Exhibit 10.1

THIS AGREEMENT made as of the 17 day of January, 2008

B E T W E E N:

COMMUNICATE.COM INC.,
a corporation incorporated under the laws of
the State of Nevada, U.S.A.

(hereinafter called the “Company”)

OF THE FIRST PART

- and –

CAMERON PAN
of the City of Vancouver, in the Province of British Columbia,
Canada

(hereinafter called the “Executive”)

OF THE SECOND PART

     WHEREAS the Company and the Executive entered into an agreement (the “Employment Agreement”) dated as of May 16, 2007 pursuant to which the Company has been employing the Executive as therein provided;

     AND WHEREAS the parties hereto wish to amend the Employment Agreement as herein set out;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the terms and conditions herein contained, the parties hereto covenant and agree with each other that the Employment Agreement be amended effective as of January 31, 2008 (the “Effective Date”) as follows:

1.      Sections 2, 3, 5 and 6 of the Employment Agreement and the definitions of “Benefits”, “Board”, “Business Day”, “Change of Control of the Company”, “Disability”, “Effective Date”, “Employment Period”, “Just Cause” and “Termination without Cause or Terminated without Cause” set out in Section 1 of the Employment Agreement, be deleted.

2.      (a)       As of the Effective Date, the Executive shall resign as the Chief Financial Officer and employee of the Company.

         (b)      Upon the resignation of the Executive as set forth in subsection 2(a) above, the Company will pay the Executive on February 1, 2008 the amount of $248,000, represented by $158,400 of severance allowance, $79,200 of accrued bonus and $10,400 for other benefits, less any amounts as are required by law to be withheld and deducted at source which shall be remitted by the Company to the requisite governmental authority or agency (the “Statutory Deductions”). In addition, the Company shall also pay to the Executive at the same time:


- 2 -

  (i) all outstanding vacation pay owing up to the Effective Date;
     
  (ii) any earned but unpaid salary owing up to the Effective Date, less the applicable Statutory Deductions; and
     
  (iii) any business expenses properly incurred by the Executive up to the Effective Date by way of reimbursement.

     (c) The obligation of the Company to make the payments to the Executive as provided in subsection 2(b) above is subject to the Executive having executed and delivered to the Company in its favour a full and final release of all claims of whatsoever nature existing as of the Effective Date with respect to his employment and the termination thereof as herein provided.

3.         For the period commencing on February 1, 2008 and continuing to and including April 30, 2008 (the “Term”), the Company shall pay the Executive and the Executive shall make himself available, as a consultant for a daily fee of $750 or as the case may be, acting reasonably, for an hourly rate of $120, to assist in the day to day operations of the Company, the transition of duties from the Executive to others that may be designated by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform or fulfil his duties and responsibilities hereunder as such Chief Executive Officer may reasonably designate from time to time and as are reasonably consistent with the Executive’s new position and post employment plans. It is understood by the parties hereto that the Executive plans on being away March 15th to 31st, 2007 and that for that period his time commitment will be limited to responding in the most timely fashion possible, to emails only During the Term and thereafter should the Parties agree, the Executive hereby agrees to be retained by the Company as heretofore set out and shall faithfully, honestly and diligently serve the Company and use his best efforts to promote the interests of the Company. The Executive further agrees to be available to provide his services up to a maximum of 10 day per month during the Term with the exception of March 15th to 31st 2007 as mentioned above.

4.         Other than as provided herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the day and year first above written.

    COMMUNICATE.COM INC.
     
     
    Per: /s/ C. Geoffrey Hampson
SIGNED, SEALED AND )  
DELIVERED in the ) /s/ Cameron Pan
presence of: ) ______________________ 
  ) CAMERON PAN


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