-----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, PJDCOReVq53sLFA01ZldNchY/Fj6JSPr81qpnkXijTpiMJGyJeOgm+jEJ3p+z4Uq HrWB0QQgEat5HJsild8dKA== 0001398432-09-000253.txt : 20090624 0001398432-09-000253.hdr.sgml : 20090624 20090624144802 ACCESSION NUMBER: 0001398432-09-000253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090616 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: 20090624 DATE AS OF CHANGE: 20090624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Propell Corporation. CENTRAL INDEX KEY: 0001434110 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 261856569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53488 FILM NUMBER: 09907310 BUSINESS ADDRESS: STREET 1: 336 BON AIR CENTER STREET 2: NO. 352 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 415-747-8775 MAIL ADDRESS: STREET 1: 336 BON AIR CENTER STREET 2: NO. 352 CITY: GREENBRAE STATE: CA ZIP: 94904 8-K 1 i10547.htm Propell 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):  June 16, 2009

______________

PROPELL CORPORATION

(Exact name of registrant as specified in its charter)

______________


 

 

 

Delaware

000-53488

26-1856569

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


336 Bon Air Center, No. 352

Greenbrae, CA  94904

 (Address of Principal Executive Office) (Zip Code)

(415) 747-8775

(Registrant’s telephone number, including area code)

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(a)

N/A


(b)

N/A  


(c)

N/A


(d)

On June 16, 2009, the Company appointed Jamie Graham to its board of directors and accepted Steven Rhodes’ resignation from the board of directors.  There was no arrangement or understanding between Mr. Graham and any person pursuant to which he was selected as a director.


There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which Mr. Graham had or will have a direct or indirect material interest, other than the issuance to Mr. Graham in May 2008 in connection with the merger of Mountain Capital, LLC and Auleron 2005, LLC into the Company of 1,325,166 shares of  the Company’s common stock in exchange for Mr. Graham’s membership interest in Mountain Capital, LLC and Auleron 2005, LLC and the payment by Mr. Graham and an affiliated entity of an aggregate of $350,000 for the purchase by Mr. Graham and such affiliate of an aggregate of 1,296,296 shares of the Company’s common stock and warrants exercisable for an aggregate of 1,944,444 shares of the Company’s common stock  in our recent private placement.


Other than as specified herein and the Company’s agreement to nominate Mr. Graham to its slate of directors at the next annual meeting of stockholders, there was no arrangement or understanding between Mr. Graham and any other person pursuant to which Mr. Graham was selected as a director of the Company.


(e) – (f)

N/A


Item 9.01.

Financial Statements and Exhibits.


(a) – (c)

N/A


(d)  Exhibits.


N/A



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.


 

 

 

 

PROPELL CORPORATION

 

 

  

 

 

 

 

By:  

/s/ Edward Bernstein

 

Name:

Edward Bernstein

 

Title:

Chief Executive Officer


Date:  June 23, 2009



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