-----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, F7x1+zyCUSkfoYcPOFhN3Y7PS0IxesLpHOigCOr8/KReN2OBHFFpzmxkHjjnTWBy 7MBO/qh2INAP9hkXleXF2A== 0001079973-09-000378.txt : 20090421 0001079973-09-000378.hdr.sgml : 20090421 20090421161544 ACCESSION NUMBER: 0001079973-09-000378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090420 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090421 DATE AS OF CHANGE: 20090421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SITESEARCH CORP CENTRAL INDEX KEY: 0001403997 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-155043 FILM NUMBER: 09761784 BUSINESS ADDRESS: STREET 1: 2600 N 44TH #214 CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 602-840-0668 MAIL ADDRESS: STREET 1: 7119 E SHEA BLVD, #109-132 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 8-K 1 site_8k-042009.htm FORM 8-K

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)    April 20, 2009

Sitesearch Corporation
(Exact name of registrant as specified in charter)

Nevada 333-100137 20-5422795
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


2600 N 44th Street, Suite 214, Phoenix, AZ 85008
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (602) 840-0668



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

Departure of Directors of Certain Officers

On April 20, 2009, James S. Dixon resigned as Chief Executive Officer, President, Secretary and Treasurer of Sitesearch Corporation (the “Company”). As a co-founder and investor in Sitesearch Corporation, Mr. Dixon will remain a Director of the Company.

Appointment of Certain Officers

On April 20, 2009, the Board of Directors appointed Jeffrey S. Peterson, to serve as the Chief Executive Officer, Secretary and Treasurer of Sitesearch Corporation (the “Company”). Mr. Peterson will serve in these positions and also continue to serve as the Chairman of the Board.

The information in respect to Mr. Peterson required by Items 401 (b), (d), (e) and Items 404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404 (a)) is included in the Company’s S-1 filing dated 11/04/2008 and is incorporated herein for reference.

Departure of Directors or Certain Officers

Sitesearch Corporation (the “Company”) announces the resignation of Bambi Francisco as a Director at her request. Ms. Francisco has served as an outside Director for the Company since April, 2008. The Company thanks her for her service as a member of our board of directors.

Item 9.01   —   Financial Statements and Exhibits.

        (d)   The following exhibits are filed with this report:

  10.1 Jeffrey S. Peterson Employment Agreement

  17.1 James S. Dixon Resignation Letter

  17.2 Bambi Francisco Letter of Resignation







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.

Sitesearch Corporation
         (Registrant) 
 
Date: April 20, 2009 By: /s/ Jeffrey S. Peterson
Jeffrey S. Peterson
Chairman of the Board










EX-10.1 2 site_8k-ex10x1.htm EXHIBIT 10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), is entered into as of the 20th day of April, 2009, by and among Sitesearch Corporation, a Nevada corporation (the “Company”) and Jeffrey Peterson (“Peterson”).

        WHEREAS, the Company desires to employ Peterson as provided herein;

and,

        WHEREAS, Peterson desires to accept such employment,

        NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Employment.

        The Company hereby employs Peterson and Peterson hereby accepts employment with the Company as Chief Executive Officer upon the terms and conditions hereinafter set forth.

        2.    Duties.

        Peterson will serve the Company as its Chief Executive Officer and will faithfully and diligently perform the services and functions relating to such office and position or otherwise reasonably incident to such office and position, provided that all such services and functions will be reasonable and within Peterson’s areas of expertise.

        3.    Term.

        This Agreement and Peterson’s employment shall be effective as of the 20th day of April, 2009, (the “Effective Date”) and shall continue for a term of one year (“Initial Term”) unless terminated earlier in accordance with this Agreement. The term of this Agreement may be extended by agreement of the Company and Peterson.

        4.    Compensation.

        As compensation for the services rendered to the Company under this Agreement commencing on the effective date hereof, Peterson will be paid a base salary of One Dollar ($1) per year payable in accordance with the then current payroll policies of the Company or as otherwise agreed to by the parties (the “Salary”).

        5.    Acknowledgement

        The Company and its Board of Directors understand that Peterson is serving concurrently as Chief Executive Officer of Sitesearch Corporation and Inter123 Corporation (“Inter123”), a significant shareholder of the Company. Although the interests of the Company and Inter123 at this time are generally consistent, it is recognized and understood that differences may exist or become evident during the course of this Agreement.


        6.    Additional compensation: Options.

        Subject to approval by the Board of Directors, Peterson may become eligible for the issuance of options to purchase shares of Sitesearch Common Stock, at a time price, and quantity to be set by, and at the sole option of the Company’s Board of Directors. Such options shall be issued under Sitesearch’s employee stock option plan and subject to all terms and conditions therewith.

        7.    Termination.

        This agreement will terminate upon the occurrence of any of the following events:

         a.        The death of Peterson;

         b.        The “Total Disability” of Peterson;

        8.    Benefits.

        Subject to approval by the board of directors, Peterson shall be entitled to receive benefits, such as health insurance, life insurance, automobile allowance, vacation time, etc, which may be offered to other Company executives, if such offerings shall be made available.

        9.    Waiver of Breach.

        The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by any party.









        10. Notices.

        Any notices, consents, demands, request, approvals and other communications to be given under this Agreement by either party to the other will be deemed to have been duly given if given in writing and personally delivered, faxed or if sent by mail, registered or certified, postage prepaid with return receipt requested, as follows:

  If to the Company:

  Sitesearch Corporation
2600 N. 44th Street, Suite 214
Phoenix, AZ 85008

  If to Peterson:

  At the then-current residence address of Peterson.

        Notices delivered personally will be deemed communicated as of actual receipt, notices by fax shall be deemed delivered when such notices are faxed to recipient’s fax number and notices by mail shall be deemed delivered when mailed.

        11.    Entire Agreement.

        This Agreement and the agreements contemplated hereby constitute the entire agreement of the parties regarding the subject matter hereof, and supersede all prior agreements and understanding, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

        12.    Severability.

        If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during this Agreement, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

        13.    Governing Law.

        To the extent permitted by applicable law, this Agreement and the rights and obligations of the parties will be governed by and construed and enforced exclusively in accordance with the laws of the State of Arizona and the State of Arizona shall have exclusive jurisdiction regarding any legal actions relating to this Agreement.

        14.    Captions.

        The captions in this Agreement are for convenience of reference only and will not limit or otherwise affect any of the terms or provisions hereof.

        15.    Gender and Number.

        When the context requires, the gender of all words used herein will include the masculine, feminine and neuter, and the number of all words will include the singular and plural.


        16.    Counterparts.

        This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

Peterson:
 
Print Name: Jeffrey Peterson
 
Signature: /s/ Jeffrey Peterson
 
Date: 4-20-2009

THE COMPANY:
Sitesearch Corporation


By:
Humberto Garcia Borbon, Chief Financial Officer
 
By: /s/ James Dixon
James Dixon, Member of the Board of Directors
 
By: /s/ Cesar Sanvincente
Cesar Sanvincente, Member of the Board of Directors


EX-17.1 3 site_8k-ex99x1.htm EXHIBIT 17.1

Exhibit 17.1

James S. Dixon
CEO/President/Secretary/Treasurer/Director
Sitesearch Corporation
2600 N. 44th Street Suite 214
Phoenix, AZ 85008

April 20, 2009

To the Board of Directors of Sitesearch Corporation

Effective today, I hereby tender my resignation as Chief Executive Officer, President, Secretary and Treasurer of Sitesearch Corporation. As a co-founder and investor in Sitesearch Corporation, I will retain my position as Director of the company. I am available to provide assistance during this transition.

Regards

/s/ James S. Dixon
James S. Dixon





EX-17.2 4 site_8k-ex99x2.htm EXHIBIT 17.2

Exhibit 17.2



Sent: Wed 4/8/2009 9:36 PM
From: Bambi Francisco [bambi@vator.tv]
To: Jeff Peterson; Jim Dixon

Subject: SiteSearch BoD

Hi, Jeff and Jim:

I’d like to step down from the board. It’s mainly because there is not D&O insurance for SiteSearch.

Best,

Bambi Franisco







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