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 23, 2015
Oxford
City Football Club, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-54434 | 05-0554762 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| 10 Fairway Drive, Suite 302, Deerfield Beach, FL | 33441 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 617.501.6766
(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 (17CFR 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)) |
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on December 1, 2012, the Company entered into a consulting agreement (the “Agreement”) with GCE Wealth Inc., a company controlled by our CEO, Thomas Guerriero (“GCE”). The description of the Agreement and the Agreement itself was filed on Form 8-K on December 7, 2012 with the Securities and Exchange Commission.
On September 23, 2015, the Agreement was amended (the “Amended and Restated Consulting Agreement”) to terminate all accrued compensation owing to GCE and to provide for an annual compensation of $500,000 payable in monthly installments.
A copy of the Amended and Restated Consulting Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On September 23, 2015, we exercised our rights under several promissory notes to convert the outstanding principal and accrued interest into shares of our common stock. The promissory notes provide that we may prepay the notes in common stock provided that any such prepayment will amount to one hundred and thirty percent (130%) of the principal amount, which amount includes all accrued interest. The conversion price of our prepayment is based on the Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date.
We elected to prepay the outstanding promissory notes into a total of 801,990 shares of our common stock. The stock is restricted for a period of two years.
The issuance of the above shares was made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 1.01 is incorporated into this Item 5.02 by reference.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Consulting Agreement |
| 2 |
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.
| Oxford City Football Club, Inc. | |
| /s/ Thomas Guerriero | |
| Thomas Guerriero | |
| Chief Executive Officer | |
| Date: September 24, 2015 |
| 3 |
AMENDED AND RESTATED CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (the “Agreement”) is made this 16st day of September, 2015, between the client Oxford City Football Club, Inc. (“Oxford”) having its principal place of business at 10 Fairway Drive. Suite 302 Deerfield Beach, FL 33441 and GCE Wealth, Inc. (“GCE”).
WHEREAS, Oxford and GCE entered into a Consulting Agreement dated December 1, 2012 (the “Original Agreement”) for GCE to perform support and management services for Oxford;
WHEREAS, Oxford and GCE desire to amend and restate the compensation structure of the Original Agreement on the terms and conditions provided herein.
NOW THEREFORE, in consideration for the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Termination of Prior Agreement
GCE agrees that all compensation earned by GCE and accrued by Oxford in connection with the Original Agreement be cancelled and removed from Oxford’s accounting records immediately. In lieu thereof, the parties will agree to new compensation and terms as provided below.
2. Compensation and Term
Client hereby retains GCE and GCE hereby agrees to perform the following services: Consulting services of Oxford, as required by Oxford, through December 2018. GCE will at various times perform services at GCE’s headquarters at other GCE facilities, or at GCE facilities. GCE will perform the services at various times and for various durations as directed by Oxford.
GCE will be compensated $500,000 per year payable in monthly installments.
Reasonable and necessary business and travel expenses actually incurred by GCE shall be reimbursed by Oxford upon submission of expense reports with back-up documentation.
If GCE brings a legal action to collect any sums due under this Agreement it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney’s fees.
This Agreement shall commence on the date stated above, and shall remain in effect until all obligations under this Agreement have been properly completed. GCE may terminate this Agreement with or without cause at any time.
3. Independent Contractor
GCE acknowledges that the services rendered under this Agreement shall be solely as an independent contractor.
Confidentiality
GCE recognizes and acknowledges that this Agreement creates a confidential relationship between GCE and Oxford and that information concerning Oxford’s business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Oxford is hereinafter collectively referred to as “Confidential Information.” GCE agrees to follow Oxford information security procedures and otherwise take all reasonable precautions for the protection of Confidential Information.
4. Non-Disclosure
GCE agrees that, except as directed by Oxford, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Oxford all documents, papers, and other matter in its possession or control that relate to Oxford. GCE further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.
5. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
6. Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and may not be amended without specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.
IN WITNESS WHEREOF, WMX and GCE have duly executed this Agreement as of the day and year first above written.
| GCE WEALTH INC. | OXFORD CITY FOOTBALL CLUB, INC. | |||
| By: | By: | |||
| Name: | Thomas Guerriero | Name: | Thomas Guerriero | |
| Title: | President | Title: | Chairman, CEO | |