0001437749-11-008925.txt : 20111123 0001437749-11-008925.hdr.sgml : 20111123 20111123085214 ACCESSION NUMBER: 0001437749-11-008925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111123 DATE AS OF CHANGE: 20111123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTSON GLOBAL HEALTH SOLUTIONS CORP CENTRAL INDEX KEY: 0000007951 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 880105586 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06428 FILM NUMBER: 111223695 BUSINESS ADDRESS: STREET 1: 4215 FASHION SQUARE BLVD STREET 2: SUITE 3 CITY: SAGINAW STATE: MI ZIP: 48603 BUSINESS PHONE: 9987998720 MAIL ADDRESS: STREET 1: 4215 FASHION SQUARE BLVD STREET 2: SUITE 3 CITY: SAGINAW STATE: MI ZIP: 48603 FORMER COMPANY: FORMER CONFORMED NAME: ASI TECHNOLOGY CORP DATE OF NAME CHANGE: 20010323 FORMER COMPANY: FORMER CONFORMED NAME: ASI DATE OF NAME CHANGE: 20010323 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SMELTERS INTERNATIONAL DATE OF NAME CHANGE: 19790709 8-K 1 rghsc_8k-111711.htm FORM 8-K rghsc_8k-111711.htm
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): November 17, 2011
 

 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(Name of registrant in its charter)
 


Nevada
 
0-6428
 
88-0105586
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
         
   
4215 Fashion Square Blvd.
Suite 3
Saginaw, Michigan 48603
   
(Address of principal executive offices)

Registrant's telephone number:  (989) 799-8720
 

 
Check the appropriate box below if the Form 8-K 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
 
[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement

On November 17, 2011, Robertson Global Health Solutions Corporation (the “Registrant”) issued a Secured Demand Note (the “Note”) to Dickinson Wright, PLLC (“Payee”) in the amount of $515,923.21.  The principal sum was obtained from invoices billed by the Payee for services rendered.  This Note also replaces a Letter Agreement dated May 27, 2010, which was in default. The Note is due on demand, but not later than June 1, 2012, including interest at the rate of 5% per annum. Payments are to be made on the Note as excess cash flow permits after covering only ordinary operating expenses.  The Note is secured by the assets of the Registrant and its subsidiaries.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)           The following exhibits are included with this Current Report on Form 8-K.

 
Exhibit 10.1
Secured Demand Note delivered to Dickinson Wright, PLLC dated November 17, 2011
 
Exhibit 10.2
Security Agreement delivered to Dickinson Wright, PLLC dated November 17, 2011
 
 


SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Robertson Global Health Solutions Corporation
     
Dated: November 23, 2011
By:  
 /s/ Melissa A. Seeger
 
Name: 
Melissa A. Seeger
 
Title:  
Chief Financial Officer
(Principal Financial and Accounting Officer)

 
 
1
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm
Exhibit 10.1
 
SECURED DEMAND NOTE
 
$515,923.21 November 17, 2011
 
For value received, the undersigned ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION, a Nevada corporation, on behalf itself and its subsidiaries ("Maker"), promises to pay ON DEMAND to the order of Dickinson Wright PLLC, a Michigan professional limited liability company ("Payee") at 2600 W. Big Beaver Road, Suite 300, Troy, Michigan 48084-3312, or at such other place as the Payee may designate in writing, the principal sum of FIVE HUNDRED FIFTEEN THOUSAND NINE HUNDRED TWENTY-THREE AND 21/100 ($515,923.21) Dollars in lawful money of the United States, said sum to bear interest and be payable as follows:

Interest shall accrue at the rate of five percent (5%) per annum on the unpaid principal balance of this Note.   Maker will pay this sum on demand, but not later than June 1, 2012.  Upon repayment of the loan evidenced hereby, the Maker shall pay all accrued and unpaid interest.

Notwithstanding any provision of this Note or any other instrument or document, this Note is due and payable on demand, which may be made by the Payee at any time for any or no reason.  Any notices and demands under or related to this document shall be in writing and delivered to the intended party at its address stated herein, and if to the Payee, at its main office if no other address of the Payee is specified herein, by one of the following means:  (a) by hand,  (b) by a nationally recognized overnight courier service, or (c) by certified mail, postage prepaid, with return receipt requested.  Notice shall be deemed given: (a) upon receipt if delivered by hand,  (b) on the Delivery Day after the day of deposit with a nationally recognized courier service, or (c) on the third Delivery Day after the notice is deposited in the mail.  “Delivery Day” means a day other than a Saturday, a Sunday, or any other day on which national banking associations are authorized to be closed. Any party may change its address for purposes of the receipt of notices and demands by giving notice of such change in the manner provided in this provision.

Maker will make payments on this Note, from time to time, as excess cash flow permits after covering only ordinary operating expenses.  Maker will provide Payee with monthly cash flow statements within 10 business days of the end of each calendar month during the term of this Note.  This Note may be prepaid, in whole or in part, at any time by Maker without penalty or premium.  Any such prepayment(s) shall be applied first against accrued interest and thereafter against principal.

Maker hereby waives demand for payment, notice of non-payment, presentment, notice of dishonor, protest, notice of protest, notice of acceleration or any other notice, except as otherwise provided herein.

This Note is secured by those assets listed in that Security Agreement between Maker and Holder of even date herewith and may not be subordinated without the prior written consent of Maker, which consent will not be unreasonably withheld.

Maker hereby acknowledges that the principal sum was obtained from invoices billed by Payee to Maker under Payee’s client numbers #29740 (Robertson Research Institute) and #40717 (Robertson Global Health Solutions Corp), and that the entire balance is an obligation of Maker and its wholly owned subsidiaries.

If this Note is not paid at maturity, whether by demand or otherwise, the Payee shall have all of the rights and remedies provided by any law or agreement.  Any requirement of reasonable notice shall be met if the Payee sends the notice to the Maker at least 10 days prior to the date of sale, disposition or other event giving rise to the required notice.  The Maker is liable to the Payee for all reasonable costs and expenses of every kind incurred in the making or collection of this Note, including, without limitation, reasonable attorneys' fees and court costs.  These costs and expenses shall include, without limitation, any costs or expenses incurred by the Payee in any bankruptcy, reorganization, insolvency or other similar proceeding.
 
 
 

 

This Note is binding upon the successors and assigns of the Maker.  This Note and the enforceability, legality, validity and performance of the terms hereof shall be governed by, determined and construed in accordance with the laws of the State of Michigan and any court action arising from this Note shall be maintained only in a state or federal court sitting in the State of Michigan having proper jurisdiction.

Maker acknowledges that it was advised, and afforded the opportunity, to consult with independent counsel with regard to this Note and the related Security Agreement.
 
 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
on behalf of itself and its subsidiaries
 
       
 
By:
/s/ Joel C. Robertson  
  Title:   President  
       
  Date:  11/18/2011  
       

 
EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm
Exhibit 10.2
 
SECURITY AGREEMENT

This Security Agreement is made on November 17, 2011, between ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION, a Nevada corporation, on behalf itself and its subsidiaries ("Debtor"), and Dickinson Wright PLLC, a Michigan professional limited liability company ("Secured Party").

1.           In order to secure Debtor’s obligations under that certain Secured Demand Note, of even date herewith, by and between the parties hereto (the "Note") and any future indebtedness that the Debtor may incur with the Secured Party, Debtor grants Secured Party a continuing security interest in following property of Debtor, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts, (b) all Chattel Paper, Instruments, Documents, and General Intangibles, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification, (c) all Inventory, (d) all Goods, including, without limitation, Equipment, vehicles and Fixtures, (e) all Investment Property, (f) all Deposit Accounts, bank accounts, deposits and cash, (g) all Letter-of-Credit Rights, (h) any other property of Debtor now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party or any participant with Secured Party in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), and (i) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property or key personnel of the Debtor, and all of Debtor's books and records relating to any of the foregoing and to Debtor's business.  The foregoing (a)–(i) are identified collectively as the "Collateral".  The terms "Account", "Chattel Paper", "Deposit Accounts", "Documents", "Equipment", "Fixtures", "General Intangibles", "Goods", "Instruments", "Inventory", "Investment Property", "Letter-of-Credit Rights", and "Proceeds" have the respective meanings assigned to such terms in the Michigan Uniform Commercial Code, as the same may be in effect from time to time.

2.           Debtor authorizes Secured Party to file a financing statement describing the Collateral and any other statutory liens held by Secured Party.

3.           Debtor warrants that: (i) it is the sole owner of the Collateral; and (ii) all verbal or written descriptions of the Collateral furnished to Secured Party are correct and complete.  Debtor will, so long as this Security Agreement is in effect, keep the Collateral in good working order and repair, reasonable wear excepted.  Secured Party may inspect the Collateral at any time and will be named as a loss payee on any insurance coverage maintained by Debtor relating thereto.  Debtor will not, nor will it permit, any transfer, sale or other disposition of any Collateral from Debtor’s address, except for sales in the ordinary course of business.

4.           In the event Debtor defaults in any of the obligations under the Note, this Security Agreement or any future instrument that evidences indebtedness owed by the Debtor to the Secured Party, Secured Party may exercise all the rights and remedies upon default provided for under the Uniform Commercial Code as enacted in the State of Michigan.  Any notice required to be given to the Debtor shall be deemed reasonable if delivered to the Debtor at least ten (10) days prior to the date of any sale or other intended disposition.  Expenses of retaking, holding, preparing for sale, and selling shall include Secured Party’s attorney’s fees and legal costs.  This Security Agreement shall remain in effect until all of Debtor’s obligations under the Note and any other indebtedness to the Secured Party have been fully paid and satisfied.  This Security Agreement shall be binding upon the Debtor's successors and assigns.  This Security Agreement is construed and governed by the laws of the State of Michigan.  Secured Party may record this agreement or any related forms relating to the same with any governmental agency.

 
 

 
 
The parties have executed this Security Agreement as of the date first above written.
 
   
"Debtor"
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
on behalf of itself and its subsidiaries
         
 
 
By:
/s/ Joel C. Robertson  
         
    Its: President  
Acknowledged this 18th day of November, 2011:      
         
"Secured Party"
DICKINSON WRIGHT PLLC
     
         
By: /s/ Michael T. Raymond      
  Michael T. Raymond      
         
Its: Member