-----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, TPWrttvmSiylMMG2BVzGM+KUTBa+WimL/1V3bPx9VWw4CdDvIGNdvl0EEQ0t5ehj ywQ04EHVQfGp9n+KtCvP0g== 0001393905-08-000208.txt : 20080825 0001393905-08-000208.hdr.sgml : 20080825 20080825153219 ACCESSION NUMBER: 0001393905-08-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080822 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080825 DATE AS OF CHANGE: 20080825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peak Resources INC CENTRAL INDEX KEY: 0001393548 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52944 FILM NUMBER: 081036735 BUSINESS ADDRESS: STREET 1: #640 - 801 6TH AVE. SW CITY: CALGARY STATE: A0 ZIP: T2P 3W2 BUSINESS PHONE: 403-681-6249 MAIL ADDRESS: STREET 1: #640 - 801 6TH AVE. SW CITY: CALGARY STATE: A0 ZIP: T2P 3W2 8-K 1 peak_8k.htm peak_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 and Exchange Act of 1934


Date of Report (Date of earliest event reported):
August 22, 2008


PEAK RESOURCES INCORPORATED
(Exact name of registrant as specified in its charter)
 
 
NEVADA
(State of incorporation or organization)
000-52944
(Commission File Number)
00-0000000
(IRS Identification No.)

 
#640 – 801 6th Ave. SW, Calgary, Alberta
(Address of principal executive offices)
T2P 3W2
(Zip Code)


Registrant's Telephone Number, including area code: (403) 681-6249


2103 Tyrone Place, Penticton, BC  V2A 8Z2
(Former Name or Former Address, if Changes Since Last Report)


Check the appropriate box below if the From 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 1.01 - Entry into a Material Definitive Agreement.

Pursuant to the terms and conditions of a management agreement, Peak Resources Incorporated has retained the continued services of Larry Olson for a term of 24 months beginning August 1, 2008 and expiring on July 31, 2010.  Mr. Olson will continue to provide his services as the President, Treasurer, and Chief Financial Officer of Peak and his business management expertise to Peak in connection with its business activities.  Peak will pay Mr. Olson US$5,000 per month for providing such services and will reimburse Mr. Olson for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement, including reimbursement for office rent in the amount of US$1,500 per month, with a minimum one year lease.  Either party may terminate the agreement with 60 days’ notice.  If Peak severs Mr. Olson from his executive positions without cause Mr. Olson will be entitled to severance of six months plus any expenses owed at the time of severance.  See Exhibit 10.9 – Management Agreement for more details.

Also, pursuant to the terms and conditions of a second management agreement, Peak has retained the services of Robert Williams for a term of 24 months beginning August 1, 2008 and expiring on July 31, 2010.  Mr. Williams will provide his services as the Executive Director - Operations of Peak and his operational and business development expertise to Peak in connection with its business activities.  Peak will pay Mr. Williams US$5,000 per month for providing such services and will reimburse Mr. Williams for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement.  Either party may terminate the agreement with 60 days’ notice.  If Peak severs Mr. Williams from his executive position without cause Mr. Williams will be entitled to severance of six months plus any expenses owed at the time of severance.  See Exhibit 10.10 – Management Agreement for more details.

Finally, pursuant to the terms and conditions of a second management agreement, Peak has retained the services of Pierre Zakarauskas for a term of 24 months beginning August 15, 2008 and expiring on August 14, 2010.  Mr. Zakarauskas will provide his services as the Executive Director – Technology and Product Development of Peak and his operational and business development expertise to Peak in connection with its business activities.  Peak will pay Mr. Zakarauskas US$2,500 per month for providing such services and will reimburse Mr. Zakarauskas for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement.  Either party may terminate the agreement with 60 days’ notice.  If Peak severs Mr. Zakarauskas from his executive position without cause Mr. Zakarauskas will be entitled to severance of three months plus any expenses owed at the time of severance.  See Exhibit 10.11 – Management Agreement for more details.

Item 9.01.  Financial Statements and Exhibits.

(d)      Exhibits
 


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 thereunto duly authorized.


Date: August 22, 2008
 
 PEAK RESOURCES INCORPORATED
 
 By:    /s/ Larry Olson
 Larry J. Olson
Principal Executive Officer
 
 

 
2

 

EX-10.9 2 peak_ex10-9.htm peak_ex10-9.htm

PEAK RESOURCES INCORPORATED

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT dated for reference August 1, 2008 is between Peak Resources Incorporated, a Nevada corporation (“Peak”) with an office at 640 – 8016th Avenue, Calgary, Alberta T2P 3W2 and Larry J. Olson, of # 417 - 1121 6th Ave SW, Calgary, AB , T2P 5J4

WHEREAS Mr. Olson has been providing services as President, Treasurer and Chief Financial Officer of Peak since inception, AND WHEREAS Mr. Olson agreed to continue to provide such services, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, and the following mutual promises, the parties agree that:

 
1.
Services. Mr. Olson has been providing his services as the as President, Treasurer and Chief Financial Officer of Peak and his business management expertise to Peak in connection with its business activities since its inception and will continue to provide such services for the term of this agreement.

 
2.
Compensation.  Peak will pay Mr. Olson US$5,000 dollars per month for the term of this agreement. Salary reviews will be conducted quarterly or on an as needed basis.  Should Peak adopt a stock option plan Mr. Olson will be ensured enrolment in such plan commensurate with his position and service to Peak.
 
 
3.
Expenses.  Peak will reimburse Mr. Olson for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement, including reimbursement for office expenses (rent - $1,500 [minimum 1 year lease beginning September 1, 2008]  cell phone, internet charges).
 
 
4.
Term. The term of this agreement will be 24 months and this agreement will be deemed effective on August 1, 2008 and will expire on July 31, 2010.
 
 
5.
Severance.  Should Peak sever Mr. Olson from his executive positions without cause, Mr. Olson will be entitled to 6 months’ severance and any expenses owed at the time of severance.
 
 
6.
Confidentiality.  
 
 
a.
Mr. Olson will hold in the strictest confidence any information about Peak or any other affiliated entity that he acquires in the performance of his duties under this agreement or otherwise, unless Peak or an affiliate has publicly disclosed the information or authorized Mr. Olson to disclose it in writing, and will use his best efforts and precautions to prevent the unauthorized disclosure of confidential information.  This confidentiality provision survives the termination of this agreement and Mr. Olson’s office as President, Treasurer and Chief Executive Officer.  Mr. Olson acknowledges the importance and value of confidential information, that the unauthorized disclosure of any confidential information could cause irreparable harm to Peak or its affiliates, and that monetary damages are an inadequate compensation for Mr. Olson’s breach of this agreement.
 
 
b.
 Accordingly, Peak and its affiliates may, in addition to and not in limitation of any other rights, remedies or damages available to it in law or equity, obtain a temporary restraining order, a preliminary injunction or a permanent injunction in order to prevent Mr. Olson from breaching or threatening to breach this agreement.

 

 
 

 

 
Management Agreement
2 / 2

 

 
7.
Representations and warranties. Mr. Olson represents and warrants that he has the management skills and experience required to fulfil the duties of President, Treasurer, and Chief Financial Officer of Peak and to advise Peak on its business activities.

 
8.
Termination. Either party may terminate this agreement any time for any reason by delivering a written notice of termination to the other party 60 days before the termination date.

 
9.
No waiver. No failure or delay of Peak in exercising any right under this agreement operates as a waiver of the right.  Peak’s rights under this agreement are cumulative and do not preclude Peak from relying on or enforcing any other legal or equitable right or remedy.
 
10.
Time. Time is of the essence.
 
11.
Jurisdiction. This agreement is governed by the laws of the State of Nevada.
 
12.
Severability.  If any part of this agreement that is held to be void or otherwise unenforceable by a court or proper legal authority, then that part is deemed to be amended or deleted from this agreement, and the remainder of this agreement is valid or otherwise enforceable.
 
13.
Notice. Any notice required by or in connection with this agreement be in writing and must be delivered to the parties by hand or transmitted by fax to the address and fax number given for the parties in the recitals.  Notice is deemed to have been delivered when it is delivered by hand or transmitted by fax.
 
14.
Counterparts. This agreement may be signed in counterparts and delivered to the parties by fax, and the counterparts together are deemed to be one original document.
 
THE PARTIES’ SIGNATURES below are evidence of their agreement.

Peak Resources Incorporated
   
     
     
/s/ Authorized Signatory
 
/s/ Larry J. Olson
Authorized Signatory
 
Larry J. Olson
 

 
 
 

 

EX-10.10 3 peak_ex10-10.htm peak_ex10-10.htm
PEAK RESOURCES INCORPORATED

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT dated for reference August 1, 2008 is between Peak Resources Incorporated, a Nevada corporation (“Peak”) with an office at 640 – 8016th Avenue, Calgary, Alberta T2P 3W2 and Robert Williams, of 208 Everglade Circle SW, Calgary, AB, Canada T2Y 4N5.

WHEREAS Mr. Williams has recognized experience and contacts of benefit to Peak, AND WHEREAS Mr. Williams agreed to be engaged to provide services as Executive Director – Operations to Peak, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, and the following mutual promises, the parties agree that:

 
1.
Services. Mr. Williams brings his operational and business development expertise to Peak in connection with its desired business and Mr. Williams agrees to provide such services for the term of this agreement.

 
2.
Compensation.  Peak will pay Mr. Williams US$5,000 dollars per month for the term of this agreement. Salary reviews will be conducted bi-annually or on an as needed basis.  Should Peak adopt a stock option plan Mr. Williams will be ensured enrolment in such plan commensurate with his position and service to Peak.

 
 
3.
Expenses.  Peak will reimburse Mr. Williams for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement, including reimbursement for office expenses (rent, cell phone, internet charges).
 
 
4.
Term. The term of this agreement will be 24 months and this agreement will be deemed effective on August 1, 2008 and will expire on July 31, 2010.
 
 
5.
Severance.  Should Peak sever Mr. Williams from his executive position without cause, Mr. Williams will be entitled to 6 months’ severance and any expenses owed at the time of severance.
 
 
6.
Representations and warranties. Mr. Williams represents and warrants that he has the management skills and experience required to fulfil the duties of Executive Director - Operations of Peak and to advise Peak on its business activities.

 
7.
Termination. Either party may terminate this agreement any time for any reason by delivering a written notice of termination to the other party 60 days before the termination date.  Peak will only be liable to pay Mr. Williams for the 60 days unless terminated without cause.

 
8.
No waiver. No failure or delay of Peak in exercising any right under this agreement operates as a waiver of the right.  Peak’s rights under this agreement are cumulative and do not preclude Peak from relying on or enforcing any other legal or equitable right or remedy.
 
 
9.
Time. Time is of the essence.
 
10.
Jurisdiction. This agreement is governed by the laws of the State of Nevada.

 

 
 

 

 
Management Agreement
2 / 2

 
11.
Severability.  If any part of this agreement that is held to be void or otherwise unenforceable by a court or proper legal authority, then that part is deemed to be amended or deleted from this agreement, and the remainder of this agreement is valid or otherwise enforceable.
 
12.
Notice. Any notice required by or in connection with this agreement be in writing and must be delivered to the parties by hand or transmitted by fax to the address and fax number given for the parties in the recitals.  Notice is deemed to have been delivered when it is delivered by hand or transmitted by fax.
 
13.
Counterparts. This agreement may be signed in counterparts and delivered to the parties by fax, and the counterparts together are deemed to be one original document.
 
THE PARTIES’ SIGNATURES below are evidence of their agreement.

     
Peak Resources Incorporated
   
     
/s/ Authorized Signatory
 
/s/ Robert Williams
Authorized Signatory
 
Robert Williams

 
 

 
 
 

 

EX-10.11 4 peak_ex10-11.htm peak_ex10-11.htm
PEAK RESOURCES INCORPORATED

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT dated for reference August 15, 2008 is between Peak Resources Incorporated, a Nevada corporation (“Peak”) with an office at 640 – 8016th Avenue, Calgary, Alberta T2P 3W2, BC., and Pierre Zakarauskas of #7 - 2536 West 2nd Avenue, Vancouver, B.C. V6K 1J8.

WHEREAS Mr. Zakarauskas has recognized experience and contacts of benefit to Peak, AND WHEREAS Mr. Zakarauskas agreed to be engaged to provide services as Executive Director – Technology and Product Development to Peak, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, and the following mutual promises, the parties agree that:

 
1.
Services. Mr. Zakarauskas brings his operational and business development expertise to Peak in connection with its desired business and Mr. Zakarauskas agrees to provide such services for the term of this agreement.

 
2.
Compensation.  Peak will pay Mr. Zakarauskas US$2,500 dollars per month for the term of this agreement. Salary reviews will be conducted bi-annually or on an as needed basis.  Should Peak adopt a stock option plan Mr. Zakarauskas will be ensured enrolment in such plan commensurate with his position and service to Peak.
 
 
3.
Expenses.  Peak will reimburse Mr. Zakarauskas for any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of this agreement, including reimbursement for office expenses (rent, cell phone, internet charges).
 
 
4.
Term. The term of this agreement will be 24 months and this agreement will be deemed effective on August 15, 2008 and will expire on August 14, 2010.
 
 
5.
Severance.  Should Peak sever Mr. Zakarauskas from his executive position without cause, Mr. Zakarauskas will be entitled to 3 months’ severance and any expenses owed at the time of severance.
 
 
6.
Confidentiality.
 
 
a.
Mr. Zakarauskas will hold in the strictest confidence any information about Peak or any other affiliated entity that he acquires in the performance of his duties under this agreement or otherwise, unless Peak or an affiliate has publicly disclosed the information or authorized Mr. Zakarauskas to disclose it in writing, and will use his best efforts and precautions to prevent the unauthorized disclosure of confidential information.  This confidentiality provision survives the termination of this agreement and Mr. Zakarauskas’ position as Executive Director – Technology and Product Development.  Mr. Zakarauskas acknowledges the importance and value of confidential information, that the unauthorized disclosure of any confidential information could cause irreparable harm to Peak or its affiliates, and that monetary damages are an inadequate compensation for Mr. Zakarauskas’ breach of this agreement.   
 
 
b.
 Accordingly, Peak and its affiliates may, in addition to and not in limitation of any other rights, remedies or damages available to it in law or equity, obtain a temporary restraining order, a preliminary injunction or a permanent injunction in order to prevent Mr. Zakarauskas from breaching or threatening to breach this agreement.
 
 
7.
Representations and warranties. Mr. Zakarauskas represents and warrants that he has the management skills and experience required to fulfil the duties of Executive Director - Technology and Product Development of Peak and to advise Peak on its business activities.

 
 

 


Management Agreement
2 / 2

 
8.
Termination. Either party may terminate this agreement any time for any reason by delivering a written notice of termination to the other party 60 days before the termination date.   Peak will only be liable to pay Mr. Zakarauskas for the 60 days unless terminated without cause.

 
9.
No waiver. No failure or delay of Peak in exercising any right under this agreement operates as a waiver of the right.  Peak’s rights under this agreement are cumulative and do not preclude Peak from relying on or enforcing any other legal or equitable right or remedy.
 
10.
Time. Time is of the essence.
 
11.
Jurisdiction. This agreement is governed by the laws of the State of Nevada.
 
12.
Severability.  If any part of this agreement that is held to be void or otherwise unenforceable by a court or proper legal authority, then that part is deemed to be amended or deleted from this agreement, and the remainder of this agreement is valid or otherwise enforceable.
 
13.
Notice. Any notice required by or in connection with this agreement be in writing and must be delivered to the parties by hand or transmitted by fax to the address and fax number given for the parties in the recitals.  Notice is deemed to have been delivered when it is delivered by hand or transmitted by fax.
 
14.
Counterparts. This agreement may be signed in counterparts and delivered to the parties by fax, and the counterparts together are deemed to be one original document.


THE PARTIES’ SIGNATURES below are evidence of their agreement.


Peak Resources Incorporated
   
     
/s/ Authorized Signatory
 
/s/ Pierre Zakarauskas
Authorized Signatory
 
Pierre Zakarauskas

 

 

 
 

 

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