-----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, FkP4iR5WNBW/orY1h2JzZyQUFPVrHjTDc0R41fU71WzL/KF93tVdGVCJK8Cu4V+9 H/nABPgGrVVs3D5i1n8uKg== 0000932440-07-000544.txt : 20070925 0000932440-07-000544.hdr.sgml : 20070925 20070925171711 ACCESSION NUMBER: 0000932440-07-000544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070919 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAINS WEST EXPLORATION INC CENTRAL INDEX KEY: 0000319040 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 850280415 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09500 FILM NUMBER: 071134966 BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 303 422 8127 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 8-K 1 form8k_1239413.htm FORM 8K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2007

___________________________________________________________

 

Mountains West Exploration, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New Mexico

0-9500

85-0280415

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

2001 Butterfield Road, Suite 1050, Downers Grove, IL 60515

(Address of Principal Executive Offices, Including Zip Code)

 

(630) 271-8590

(Registrant's Telephone Number, Including Area Code)

 

Not Applicable

(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:

 

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))

 

Page 1 of 6

 


TABLE OF CONTENTS

 

Item 5.02.

Departure Of Directors Or Principal Officer; Election Of Directors; Appointment Of Principal Officers

Item 7.01.

Regulation FD Disclosure

Item 9.01.

Financial Statements and Exhibits

Signatures

Exhibit Index

 

Page 2 of 6

 


Item 5.02

Departure Of Directors Or Principal Officer; Election Of Directors; Appointment Of Principal Officers.

 

Mr. Lee Wiskowski has tendered his resignation as the current President of Mountains West Exploration, Inc. (the “Corporation”), effective September 19, 2007. Mr. Wiskowski will continue to serve as Co-Chief Executive Officer of the Corporation.

 

On September 19, 2007, the Corporation entered into an employment letter (the “Letter Agreement”) with Larry Malone appointing Mr. Malone as the Corporation’s President and Chief Operating Officer (“COO”).

 

The major terms of the Letter Agreement are briefly summarized here. Such Letter Agreement shall be filed in accordance with SEC rules and regulations. Mr. Malone’s annual salary shall be $240,000. Mr. Malone will also be entitled to participate in other benefits, perquisites, vacation days, benefit plans or programs of the Corporation which are available generally to Corporation executives. In addition, Mr. Malone will receive stock options to purchase 7% of the Corporation’s total outstanding fully diluted shares with a strike price equal to $0.51. 40% of such options vested upon the execution of the Letter Agreement and 20% shall vest in annual increments upon each of the first three anniversaries of the Letter Agreement. The Corporation and Mr. Malone are in the process of finalizing a related employment agreement and option agreement.

 

Prior to joining the Corporation, Mr. Malone served as President of BT Infonet USA, a $121 million division of BT Infonet Services Corp, providing cross-border managed data communication services for 3,600+ multi-national companies. Earlier in his career, Mr. Malone was Executive Vice-President at Viatel, a telecommunication and broadband service provider to corporations, ISPs, VOIP carriers, application service providers, incumbent operators and second-tier carriers in North America and Europe. Mr. Malone holds a BS degree in Economics, St. Peter’s College.

 

On September 19, 2007, the Corporation entered into an employment letter (the “Hauschild Letter Agreement”) with Don Hauschild appointing Mr. Hauschild the Corporation’s Chief Information Officer (“CIO”).

 

The major terms of the Hauschild Letter Agreement are briefly summarized here. The Hauschild Letter Agreement shall be filed in accordance with SEC rules and regulations. Mr. Hauschild’s annual salary shall be $200,000. Mr. Hauschild will also be entitled to participate in other benefits, perquisites, vacation days, benefit plans or programs of the Corporation which are available generally to Corporation executives. In addition, Mr. Hauschild will receive stock options to purchase 5% of the Corporation’s total outstanding fully diluted shares with a strike price equal to $0.51. 40% of such options vested upon the execution of the Hauschild Letter Agreement and 20% shall vest in annual increments upon each of the first three anniversaries of the Hauschild Letter Agreement. Mr. Hauschild’s employment will be at will.

 

Prior to joining the Corporation, Mr. Hauschild served as President of Frontrunner Network Systems, Inc. (FNS), a subsidiary of Capital Growth Systems, Inc., since March 2005.  Prior to FNS, Mr. Hauschild held executive and consulting positions with micro-cap startup companies and consulting firms including as CEO and board member of QS Software Co., EVP of consulting services with Answerport, Inc., and VP of business development with Communications Infrastructure Development Corp.  Mr. Hauschild worked for Ernst & Young, LLP Management Consulting for 12 years where he served as a partner in the Chicago and Milwaukee offices from October 1993 through March 2000.  Mr. Hauschild is a graduate of Roosevelt University.

 

None of Mr. Malone’s or Mr. Hauschild’s family members hold an executive office or a seat on the Board of Directors of the Corporation.

 

Item 7.01.

Regulation FD Disclosure.

 

On September 25, 2007, the Corporation issued a press release announcing the appointment of Mr. Malone as President and COO and Mr. Hauschild as CIO. This press release is filed herewith as Exhibit 99.1.

 

On September 20, 2007, the Corporation issued a press release announcing that the Corporation entered into a letter

 

Page 3 of 6

 


of intent to acquire SDS, LLC (“SDS”). The letter of intent is non-binding. No assurance can be given that this transaction will be consummated. The press release is filed herewith as Exhibit 99.2.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.

Description of Exhibit

Exhibit 99.1

Press Release entitled “Mountains West Exploration Names Larry Malone President and Chief Operating Officer ; Don Hauschild CIO” dated September 25, 2007.

   

Exhibit 99.2

Press Release entitled “Mountains West Signs Letter of Intent to Acquire Secured Digital Storage” dated September 20, 2007.



Page 4 of 6

 


SIGNATURE

 

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.

 

 

 

 

MOUNTAINS WEST EXPLORATION, INC.

 

 

By: 

/s/ Lee Wiskowski

 

 

 

Lee Wiskowski,

 

 

 

Co-Chief Executive Officer

 

 

 

 

 

Dated: September 25, 2007

 

 

Page 5 of 6

 


EXHIBIT INDEX

 

Exhibit 99.1      Press Release entitled “Mountains West Exploration Names Larry Malone President and Chief Operating Officer; Don Hauschild CIO” dated September 25, 2007.

 

Exhibit 99.2      Press Release entitled “Mountains West Signs Letter of Intent to Acquire Secured Digital Storage” dated September 20, 2007.

 

Page 6 of 6

 

 

EX-99 2 ex99-1_1239536.htm EXHIBIT 99-1 PRESS RELEASE DATED SEPTEMBER 25, 2007

Exhibit 99.1

 

Mountains West Exploration, Inc.

FOR IMMEDIATE RELEASE

Mountains West Names Larry Malone President and Chief Operating Officer, Don Hauschild CIO

CHICAGO — September 25, 2007 — Mountains West Exploration, Inc. (OTCBB: MWXI.OB), today announced that Larry Malone has joined the company as president and chief operating officer, and Don Hauschild has joined as chief information officer.

 

Malone has more than 35 years of experience in the global communication industry, including executive sales and engineering P&L management. Most recently, he was president of BT Infonet USA, a $121 million division of BT Infonet Services Corp. that provides cross-border managed data communication services for more than 3,600 multi-national companies. Earlier in his career, Malone was executive vice president at Viatel, a telecommunication and broadband service provider to corporations, ISPs, VOIP carriers, application service providers, incumbent operators and second-tier carriers in North America and Europe. He spearheaded the successful evolution from callback service provider to international network operator. Malone holds a B.S. degree in economics from St. Peter’s College.

“I am extremely excited about joining Mountains West,” said Malone. “The opportunity to be part of an organization providing such an obvious need in the remote online managed data storage space allows me to utilize my relevant experience to help bring this vision to reality.”

Hauschild is a senior operations and IT executive with more than 25 years experience in industry and consulting with global technology, consumer products and manufacturing companies. He has significant experience in business acquisition, consolidation and operations/process improvement. Hauschild’s most recent experience includes his service as president of Frontrunner Network Systems, Inc. (FNS), a subsidiary of Capital Growth Systems, Inc., a position he held since March 2005. Prior to FNS, Hauschild held executive and consulting positions with micro-cap startup companies and consulting firms, including CEO and board member of QS Software Co., EVP of consulting services with Answerport, Inc., and VP of business development with Communications Infrastructure Development Corp. Hauschild worked for Ernst & Young, LLP Management Consulting for 12 years and served as a partner in the Chicago and Milwaukee offices from October 1993 through March 2000. Hauschild is a graduate of Roosevelt University.

Lee Wiskowski and Doug Stukel, co-chief executive officers of Mountains West Exploration, said, “The addition of Larry and Don to our senior management team, along with the team we will have with the proposed acquisition of Secured Digital Storage, LLC (SDS), provides us with a world class executive team. We now have more than 100 years of experience in the IT and global communications industry and a senior management team with a proven track record of execution on new strategic directions.”

 

(more)

 


Mountains West Exploration, Inc.

September 25, 2007

Page 2

 

“I had been looking for a seasoned executive to fill the role of president and COO for the last two years,” stated Bill Lynes, Chairman and CEO of SDS. “Larry is a stickler for perfection, especially when customer service is our differentiation. I believe his commitment to customer satisfaction will be the catalyst of our future sales success.”

Lynes continued, “Hiring Don as our CIO insures that effective communications within the organization will compliment the market’s perception of our managed services and our customer’s expectation of receiving the highest quality from our premium data-storage services. When Don and I first spoke about the business vision, I knew he would be our CIO. I am looking forward to working with Larry and Don to build our business and deliver the best of managed services to the market.”

 

About Mountains West Exploration, Inc.

Mountains West Exploration, Inc. is a New Mexico incorporated holding company which is publicly listed and traded on the Over the Counter Bulletin Board Exchange (OTC.BB) listed under the symbol MWXI.OB.

Forward-Looking Statements

Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements are inherently subject to unpredictable and unanticipated risks, trends and uncertainties such as the company’s inability to accurately forecast its operating results; the company’s potential inability to achieve profitability or generate positive cash flow; the availability of financing; and other risks associated with the company’s business. For further information on factors which could impact the company and the statements contained herein, reference should be made to the company’s filings with the Securities and Exchange Commission, including annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Contact:

 

Mountains West Exploration, Inc.

 

 

Lee Wiskowski

 

 

Co-CEO

 

 

312-952-7100

 

 

 

# # #

 

 

EX-99 3 ex99-2_1239487.htm EXHIBIT 99-2 PRESS RELEASE DATED SEPT. 20, 2007

Exhibit 99.2

 

Press Release

Source: Mountains West Exploration, Inc.

 

Mountains West Signs Letter of Intent to Acquire Secured Digital Storage

 

CHICAGO--(BUSINESS WIRE)--Mountains West Exploration, Inc. (OTCBB:MWXI - News), today announced that it has signed a letter of intent to acquire Secured Digital Storage LLC (SDS) in a stock transaction. SDS will deliver remote, high density online backup data storage for mission critical data to enterprise businesses that include Fortune 500 companies, health care service providers, and government agencies. SDS will deliver its remote managed data-storage services integrated with a uniquely designed, cost efficient, smaller footprint, highly secure and survivable data center. These services employ data-storage life-cycle management process methods to optimize data utilization, resulting in a lower cost of ownership per Terabyte stored than any other data-storage service in the market today. SDS offers the most robust service level agreement dedicated to data storage, where the storage volume and high bandwidth connectivity is matched to each customer's specific requirements. The SDS business model further differentiates its data-storage services by incorporating its patented Bunker Power(TM) configuration, which is ideally suited for use in decommissioned military ammunition bunkers.

SDS (www.secureddigitalstorage.com) is focused on assisting its customers to run their businesses on an automated, 24x7, "lights-out" IT infrastructure. SDS incorporates Best of Breed technologies with leading-edge design concepts to combine a modular and rapidly scalable fault tolerant architecture. The results are state-of-the-art digital data- storage hardware, storage management tools and IT services; high speed connectivity, highly reliable and redundant combination of power and cooling infrastructure; and the most secure and survivable real estate available today. The service options are customizable to enterprise needs at all levels of data accessibility, security, data-storage usability, and compliance - the SDS platform provides a true virtualized extension of its customer's data-storage operations. The business model was designed in joint collaboration with people from Hewlett Packard, AT&T, EYP Mission Critical Facilities, GE and Preon.

Lee Wiskowski, president and chief executive officer of Mountains West Exploration, said, "We are extremely excited to have a company with the caliber of people that SDS employs partnering with Mountains West. Bill Lynes, existing chairman and chief executive officer of SDS, has assembled a world class team that we believe will be able to execute this exciting business model."

Bill Lynes said, "I have worked with many venture capital/investment bank groups and found that Lee Wiskowski and Doug Stukel differentiated themselves by becoming part of the team as they vetted the business plan - they participated in both strategic and tactical planning that assisted their learning process and their assessment of the business model as well as management. It was not only a pleasure but a value-added contribution to us that Mountains West understood and enthusiastically embraced the business."

About Mountains West Exploration, Inc.

Mountains West Exploration, Inc. is a New Mexico incorporated holding company which is publicly listed and traded on the Over the Counter Bulletin Board Exchange (OTC.BB) listed under the symbol MWXI.OB.

Forward-Looking Statements

Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements are inherently subject to unpredictable and unanticipated risks, trends and uncertainties such as the company's inability to accurately forecast its operating results; the company's potential inability to achieve profitability or generate positive cash flow; the availability of financing; and other risks associated with the company's business. For further information on factors which could impact the

 

Page 1 of 2

 


company and the statements contained herein, reference should be made to the company's filings with the Securities and Exchange Commission, including annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Contact:

Mountains West Exploration, Inc.

Lee Wiskowski, 312-952-7100

President and CEO

 

 

Page 2 of 2

 

 

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