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): February 24, 2015
Attune RTD
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-163579
(Commission File Number)
32-0212241
(IRS Employer Identification No.)
236 West Portal Ave., #320
San Francisco, CA 94127
(Address of principal executive offices)(Zip Code)
(855) 274-6928
Registrant’s telephone number, including area code
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):
[ ] 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.
On February 24, 2015, Kenneth J. Miller, Jr; submitted his resignation as acting C.E.O, effective immediately.
On February 24, 2015, Kenneth J. Miller, Jr; submitted his resignation as a director of the board, effective immediately. Mr. Miller was not a member of any of the Board’s committees. Effective as of his resignation, Mr. Miller is no longer a member of the Board.
As a result of the resignations of Messr. Miller, Messr. Paul Shawn Davis has been reappointed as the C.E.O; effective immediately, and the Board will consist of two directors, Messrs. Davis and Bianco. The Board does not intend to appoint new directors to replace Messr. Miller and Davis, and Bianco have determined that the Board will consist of two directors going forward.
Item 7.01. Regulation FD Disclosure
Press Release
On October 31, 2014, the Company issued a press release, posted to its Corporate website under the, “Investor Information” tab in which the Companies acting C.E.O at the time, Mr. Kenneth J. MIller. Jr., announced, “BGP has attained in excess of $3,000,000 (three million dollars) in funding with the assistance of an investor and a major U.S. credit facility. The funding is sufficient to complete the buyout and finance the future business operations of Attune.”. Prior to posting the press release, the board questioned Mr. Miller in regards to the funds and was assured the funds were imminent and or in the process of being delivered to, and received by the aforementioned U.S. credit facility. Upon further investigation by the Board, it determined this statement to be false and the press release was removed on February 10, 2015.
The information in this Item 7.01 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.
Item 9.01 Exhibits
(d) Exhibits
The following Exhibit is furnished as a part of this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated October 31, 2014 |
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.
| Attune RTD | ||
| (Registrant) | ||
| Date: March 11, 2015 | By: | /s/ Paul Shawn Davis |
| Name: | Paul Shawn Davis | |
| Title: | Chief Executive Officer | |
Attune RTD Expects Change of Control with Beacon Global Partners, LLC, by Years End SAN FRANCISCO, CA--October 31, 2014
Dear Attune RTD Shareholders,
In a recent letter I stated that, “my partner in Beacon Global Partners, LLC(“BGP”)and I have been involved with Attune RTD, Inc., and the BrioWave Technology. We see the dream that founder, Shawn Davis, conceived with his late father over a decade ago”, and today we are on the precipices of seeing that dream become a marketplace reality. BGP has attained in excess of $3,000,000 (three million dollars) in funding with the assistance of an investor and a major U.S. credit facility. The funding is sufficient to complete the buyout and finance the future business operations of Attune.
We expect to proceed on the Letter of Intent (the “LOI”) to Change Control of certain officers by and between BGP, and to acquire majority voting control of Attune and close by the end of the year, in advance of the expected closing in the first quarter of 2015. We also expect to begin production by January 2015 and receive product in time for the spring selling season, resulting in top line revenue next year. Once the transaction is closed, BGP will hold at least 51% of the voting securities of Attune.
In my recent letter, I also went on to say that; “the BrioWave Technology substantially reduces overall energy demand, thus providing a very attractive business model, especially for the investment community.” I am excited about the future of Attune. We have developed a global life-changing product that will substantially improve the quality of life for millions of people, not to mention the corporate bottom lines it will improve. These are exciting times for all who are connected with Attune. I will keep you updated as soon as I have more news to share.
Sincerely,
| /s/ Kenneth J. Miller Jr. | |
| Kenneth J. Miller Jr. | |
| Chief Executive Officer | |
| Beacon Global Partners, LLC | |
| Attune RTD, Inc. (acting) |
About Attune RTD
Attune RTD is a premier provider of Smart Energy Management Products. Attune’s first to market product, The BrioWave 175p, has the ability to control large electrical loads, communicate with the smart meter and deliver up to the minute time critical information to utilities that rely on a constant flow of real time data for business sensitive decisions. BrioWave technology intelligently manages energy consumption and can save consumer up to 70%. Attune RTD’s flagship product, The BrioWave 175p™, is a low cost, scalable, interoperable platform intended to be an essential part of the smart grid infrastructure. For more information, please visit: http://www.attunertd.com
MEDIA INQUIRIES:
Attune RTD Investor Relations
Tel: (855) 274-6928 ext. 6
Email: IR@attunertd.com
http: //attunertd.com/
Forward Looking Statements
The statements contained in this press release contain certain forward-looking statements, including statements regarding the company’s expectations, intentions, strategies, and beliefs regarding the future. All statements contained herein are based upon information available to the Company’s management as of the date hereof, and actual results may vary based upon future events, both within and without the control of the company’s management.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the occurrence of any event, change or other circumstances that could give rise to the delay in funding or the termination of the agreement and risks that any of the closing conditions to the proposed acquisition may not be satisfied in a timely manner.
Neither Attune RTD nor Beacon Global Partners, LLC, is under any obligation, and each expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement or any information regarding this acquisition are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.