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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): December 5, 2012

ABAKAN INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52784

98-0507522

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (786) 206-5368

n/a

(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))

ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF

DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)

Effective December 5, 2012, the board of directors of Abakan Inc. (the “Company”) accepted the

resignation of David Charbonneau as a director of the Company.

(c)

Effective December 5, 2012, the board of directors appointed David Charbonneau as its chief

financial officer and principal accounting officer for an initial three year term. Mr. Charbonneau is fifty

one (51) years old.

Mr. Charbonneau served as a member of the Company’s board of directors and as a member of the

Company’s Audit, Compensation, Nominating and Ethics Committees from June 15, 2012 until

December 5, 2012.

Mr. Charbonneau brings to his new positions management skills and an expert accounting background

with over 25 years of accounting, management and consultancy experience. He is an Ohio Certified

Public Accountant and a Certified Florida Building Contractor. He earned a Bachelor of Science in

Business Administration with a Major in Accounting from The Ohio State University. He started his

accounting career as an auditor for Arthur Anderson & Co in Cleveland. His chief financial officer

experience spans over 20 years in manufacturing, rental equipment and construction industries. Mr.

Charbonneau was a chief financial officer of standalone subsidiaries of both an Australian and United

Kingdom publicly traded companies, Diamond Engineered Space Inc. and Waco International

Corporation.

Mr. Charbonneau has entered into an employment agreement with the Company in connection with his

appointment as chief financial officer and principal accounting officer. The compensatory terms of the

employment agreement include a base salary, deferred compensation, options to purchase 125,000 shares

that vest in equal increments over three years at an exercise price of $2.61 per share, a retention award, in

addition to health, disability and life benefits.

Mr. Charbonneau has not entered into any arrangement or understanding with any other persons in

connection with his appointment as the Company’s chief financial officer and principal accounting

officer.

Mr. Charbonneau is not related to any director, executive officer or person nominated or chosen by the

Company to become a director or executive officer.

Since the beginning of its last fiscal year, in addition to his employment agreement, Mr. Charbonneau

entered into a related transaction with the Company in connection with his prior appointment as a director

of the Company. The compensatory terms of his director’s compensation agreement included options to

purchase shares, and a singular issuance of common shares issuance. Options granted to Mr. Charbonneau

pursuant to this agreement will continue to vest as part of the consideration given under his present

employment agreement.

(d)

Effective December 5, 2012, the board of directors of the Company appointed Raymond Tellini

to serve as a member of the Company’s board of directors until the next annual meeting of its

stockholders. Mr. Tellini is forty six (46) years old.

Mr. Tellini is currently the managing member of Brennecke Partners LLC, a private investment firm that

makes specialty finance and growth capital investments. Prior to joining Brennecke in 2006, Mr. Tellini

worked as a principal at the hedge fund Palladin Group, L.P. and its successor firm, Imperium Partners

Group L.P. While at Imperium and Palladin, Mr. Tellini was responsible for PIPE transactions as well as

specialty finance and venture capital investments.

Mr. Tellini has served as a director of Typhoon Touch Technologies, Inc. since February 2008. Typhoon

was involved in protecting its touch screen technology and commercializing intellectual property.

Mr. Tellini brings to his new position independent management oversight with a solid accounting

background garnered over two decades of accounting, management and investment experience. He is a

certified public accountant, inactive, with a bachelor's of science degree in accounting from Lehigh

University and a master's degree in business administration and finance from New York University Stern

School of Business.

For purposes of determining director independence, the Company has applied the definitions set out in

NASDAQ Rule 4200(a) (15). Under this Rule, a director is not considered to be independent if he or she

is also an executive officer or employee of the corporation. Accordingly, the Company deems Mr. Tellini

to be an independent director.

The Company expects at this time that Mr. Tellini will serve on each of its Audit, Compensation,

Nominating and Ethics Committees.

Mr. Tellini has entered into a board of director’s compensation agreement with the Company in

connection with his appointment to the board of directors. The compensatory terms of the agreement

include options to purchase 175,000 shares, 25,000 of which vest immediately with the remainder vesting

in equal increments over three years with an exercise price of $2.61 per share.

Mr. Tellini has not entered into any arrangement or understanding with any other persons in connection

with his appointment as a director of the Company.

Mr. Tellini is not related to any director, executive officer or person nominated or chosen by the

Company to become a director or executive officer.

Since the beginning of its last fiscal year, Mr. Tellini has not entered into any related transaction with the

Company except in connection with his director compensation agreement.

_____________________________________________________________________________________

ITEM 7.01

REGULATION FD DISCLOSURE

The Company has made available on its website at www.abakaninc.com/presentations.html an Executive

Informational Overview®, prepared by Crystal Research Associates LLC, dated December 6, 2012,

intended as a general introduction to its business.

The Company is furnishing said information in this Current Report on Form 8-K and in Exhibit 99.1 to

comply with Regulation FD. Such information shall not be deemed to be “filed” for the purposes of

Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of

that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings

under the Securities Act of 1933, as amended or the Securities and Exchange Act of 1934, as amended

whether made before or after the date hereof and regardless of any general incorporation language in such

filings, except to the extent expressly set forth by specific reference in such filing.

________________________________________________________________________________

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

_____________________________________________________________________________________

(d)

Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.

Exhibit No.

Page No.

Description

10.1

Attached

Charbonneau Employment Agreement dated December 5, 2012

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.

Abakan Inc.

Date

By: /s/ Robert H. Miller

December 7, 2012

Name: Robert H. Miller

Title: Chief Executive Officer