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): May 29, 2013
MPM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Washington | 0-14910 | 81-0436060 | ||
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
1727 E. Springfield Ave, Ste C
Spokane, Washington 99202
(Address of principal executive offices)
(509) 242-3036
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:
[ ] 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.
Termination of Officers and Directors
Effective May 29, 2013, the shareholders of MPM Technologies, Inc. (the “Company”) removed Michael Mooney as Secretary, Treasurer and Principal Accounting Officer and removed Peter Chase as Chief Executive Officer, President and Director.
Appointment of Interim Chief Executive Officer and Interim Chief Financial Officer
Effective May 29, 2013, Mr. Peter Colella, Jr. and Mr. Brian Burrow were appointed as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively. Mr. Collela, Jr., will oversee the Company’s day to day operations and Mr. Burrow shall perform the duties commensurate with his position until the Board of Directors (the “Board”) has identified a new Chief Executive Officer and Chief Financial Officer. Below is a brief description of the professional work experience of Mr. Colella, Jr. and Mr. Burrow, respectively.
Peter Colella, age 68
Peter Colella has been active in corporate finance activities on a national and international level over the course of his 32 year career. In addition to over 300 successful investment banking transactions, he has also built a stellar performance record with turnarounds and profit improvement services over the past twenty years. He is active in a number of civic, social and business organizations and has served as vice president, president and board chairman of the Philadelphia Chapter of the Association for Corporate Growth as well as national vice president. Previously, Mr. Colella was a Board member of Italy America Chamber of Commerce from 2008 - 2012, ImCure therapeutics from 2009 - 2012, CEO Think Tank from 2007- 2012, and Tridon Industries from 2005- 2012.
Mr. Colella holds an MBA from St. John’s University and BS degree in Business Administration from LaSalle College.
Brian Burrow, age 34
Mr. Burrow brings 15 years of business and entrepreneurial experience to the Company. For the past 5 years, Brian has worked as an economist and project manager for organizations including City of Spokane, the Spokane Area Workforce Development Council and Spokane Community College and has worked on projects companies including Haskins Steel, Moss Adams and The Boeing Company. During this time, he played a leadership role in receiving a Governor’s Best Practice Award for integrating economic and workforce development which led to him designing an aerospace training program at eleven community and technical colleges as part of the Air Washington project.
Mr. Burrow holds a BA in Finance and a BA in Economics from Eastern Washington University and is currently conducting research for his thesis on regional economics for an interdisciplinary studies Master of Economics degree also from Eastern Washington University.
Family Relationships
Neither Mr. Colella, Jr. nor Mr. Burrow have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | Termination of Association/Affiliation/Employment of Peter Chase, dated May 29, 2013 | |
99.2 | Termination of Association/Affiliation/Employment of Michael Mooney, dated May 29, 2013 |
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.
MPM TECHNOLOGIES, INC. | ||
Date: June 4, 2013 | By: | /s/ Peter Colella, Jr. |
Name: | Peter Colella, Jr. | |
Title: | Interim Chief Executive Officer |
May 29, 2013
Mr. Peter J. Chase
242 E Manito Place
Spokane, WA 99203
Re: | Termination of Peter Chase’s Employment and Association with MPM Technologies, Inc. and Carbon Cycle Investments, LLC |
Dear Pete:
We represent MPM Technologies, Inc. (“MPM Technologies”), a Washington corporation, and Carbon Cycle Investments, LLC (“CO”), a Washington limited liability company.
Be advised, the founders/shareholders of MPM Technologies and CCI have decided to terminate your employment and position on the Board of Directors effective immediately. However, given the founders/shareholders’ wish for your termination to be amicable, they are willing to accept your voluntary termination pursuant to paragraph 8.3 of the January 15, 2013 employment contract.
If you agree to a voluntary termination, our clients will waive the fourteen (14) day notice requirement under 8.3(a) and tender payment of $25,000 cash in exchange for your execution of the attached Release and Settlement Agreement. Attached hereto as Appendix A is the proposed Release and Settlement Agreement.
If you refuse to effectuate a voluntary termination pursuant to 8.3 of the January 15, 2013 employment contract, our clients will be forced to terminate you for cause pursuant to 8.5 of the employment contract.
The founders/shareholders of MPM Technologies and CCI have determined the following acts you engaged in constitute “cause” as defined in paragraph 2.7 of your Employment Agreement:
DunnandBlack.com
Mr. Peter J. Chase
May 29, 2013
Page 2
1. | Despite adequate warnings, you have intentionally and willfully failed to perform reasonably assigned duties within the normal and customary scope of your position in violation of 2.7(d) - without limitation, you have failed to raise capital as was required of you as the Chief Executive Officer. | |
2. | You have breached a fiduciary trust for the purpose of gaining a personal profit in violation of 2.7(c) - without limitation, you forced a CCI employee to use his personal property - oilseed crushing equipment - as collateral in order to “raise capital,” thereby purportedly performing assigned duties thus securing your position and ensuring personal profit. |
Attached hereto as Appendix B is a Notice and Acknowledgement of Termination to be executed by you. Finally, we expect you to return all company property of any kind and nature upon your exit.
Very truly yours, | |
DUNN & BLACK, P.S. | |
/s/ SUSAN C. NELSON | |
SUSAN C. NELSON |
SCN:sg
cc: | MPM Technologies, Inc. |
Carbon Cycle Investments, LLC |
May 29, 2013
Mr. Michael L. Mooney
10914 E. 35th
Spokane Valley, WA 99205
Re: Termination of Association/Affiliation/Employment
Dear Michael:
We represent MPM Technologies, Inc. (“MPM Technologies”), a Washington corporation, and Carbon Cycle Investments, LLC (“CCI”), a Washington limited liability company.
Be advised, the founders/shareholders of MPM Technologies and CCI have decided to terminate their association/affiliation/employment with you in all respects effective immediately.
However, given the founders/shareholders’ wish for the termination to be amicable, they are willing to engage in the attached Release and Settlement Agreement. Attached hereto as Appendix A is the proposed Release and Settlement Agreement.
Very truly yours, | |
DUNN & BLACK, P.S. | |
/s/ SUSAN C. NELSON | |
SUSAN C. NELSON |
SCN: | sg |
cc: | MPM Technologies, Inc. |
Carbon Cycle Investments, LLC |
DunnandBlack.com