isdr_8k.htm

0001354488-10-001112.txt : 20100406 0001354488-10-001112.hdr.sgml : 20100406 20100406111039 ACCESSION NUMBER: 0001354488-10-001112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100406 DATE AS OF CHANGE: 20100406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISSUER DIRECT CORP CENTRAL INDEX KEY: 0000843006 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 261331503 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 10733466 BUSINESS ADDRESS: STREET 1: 201 SHANNON OAKS CIRCLE STREET 2: SUITE 105 CITY: CARY STATE: NC ZIP: 27511 BUSINESS PHONE: 9194611600 MAIL ADDRESS: STREET 1: 201 SHANNON OAKS CIRCLE STREET 2: SUITE 105 CITY: CARY STATE: NC ZIP: 27511 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INC DATE OF NAME CHANGE: 20071002 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INCORPORATED DATE OF NAME CHANGE: 19920703 8-K 1 isdr_8k.htm FORM 8-K isdr_8k.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): March 31, 2010

____________________________

Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

____________________________

Delaware	1-10185	26-1331503
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Shannon Oaks Circle Suite 105, Cary North Carolina 27511

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (919) 481-4000

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 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 31, 2010, Issuer Direct Corporations (the “Company”) entered into two Settlement and Release Agreements (the “Settlement Agreement”) with Messrs. Edward Gistaro and Chauncey Schmidt, each of whom are members of the Company’s Board of Directors. Pursuant to the terms and conditions of the Settlement Agreement, the Company issued 229,485 shares of the Company’s common stock, par value $0.001, (“Common Stock”) at a conversion price of $0.13 per share of Common Stock in consideration of the complete satisfaction of unsecured notes issued by Company to each of Messrs. Gistaro and Schmidt on November 16, 2007 in the original principal amount of $25,000 (the “Notes Payable”). As of the date of the Settlement Agreement, the total amount due and payable , including all accrued but unpaid interest, equaled $29,833.

Additionally, on March 31, 2010, the Company entered into a similar Settlement and Release Agreement with Brian R. Balbirnie the Chief Executive Officer and a member of the Board of Directors of the Company. Pursuant to the terms and conditions of the Settlement Agreement, Mr. Balbirnie agreed to covert his note payable that has been in default since December 31, 2007, for twenty six shares of the Company’s Preferred Series A Shares, whereby the company converted $23,525.00 in principal and interest in the amount of $4,242.50 for a total of $27,779.50 for the Preferred Series A shares.

The securities issued in these transactions have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The issuances of the securities were made pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Act.

The foregoing description is qualified in its entirety by the agreements and the other instruments relating to the documents attached to this Current Report on Form 8-K.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

10.1		Settlement and Release Agreement - Gistaro
10.2		Settlement and Release Agreement - Schmidt
10.3		Settlement and Release Agreement - Balbirnie

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.

	Issuer Direct Corporation


Date: April 6, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie Chief Executive Officer
		Brian R. Balbirnie Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description

10.1		Settlement and Release Agreement - Gistaro
10.2		Settlement and Release Agreement - Schmidt
10.3		Settlement and Release Agreement - Balbirnie

EX-10.1 2 isdr_ex101.htm SETTLEMENT AND RELEASE AGREEMENT - GISTARO isdr_ex101.htm

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EXHIBIT 10.1

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into, effective the 31st day of March 2010 (the “Effective Date”), by and between Issuer Direct Corporation, a Delaware corporation (“Issuer Direct”) and Edward Gistaro, an individual (“Gistaro”). Issuer Direct and Gistaro are referred to in this Agreement individually as the “Party” or collectively as the “Parties.”

1. Pursuant to an unsecured note payable issued on November 16, 2007, Issuer Direct owes to Gistaro $29,833, including all principal and accrued but paid interest (“Settled Debt”). Issuer Direct and Gistaro desire to settle the Settled Debt pursuant to the terms and conditions of this Agreement.

2. Issuer Direct agrees to issue to Gistaro 229,485 shares of the common stock, par value $.001 per share, of Issuer Direct (the “Shares”), upon the execution of this Agreement in settlement of the Settled Debt. Upon issuance of the Shares to Gistaro, the Shares shall be “restricted securities”, as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold or otherwise transferred unless the Shares have been registered with the Securities and Exchange Commission (the “SEC”) in the opinion of counsel other than from Gistaro reasonably satisfactory to Issuer Direct, an exemption from the registration requirements under the Securities Act is available. Gistaro understands and acknowledges that Issuer Direct makes no representations or warranties regarding the future price of the Shares, the current or future value of the Shares, or its current business, operations or financial condition or prospects and, except as expressly set forth in this Agreement, Gistaro has not relied on any representations or warranties from Issuer Direct or its representatives in any manner whatsoever. Gistaro represents and warrants to Issuer Direct that he is an “accredited investor”, as such term is defined under Rule 501(a)(3) of the Securities Act, they are acquiring the Shares for their own account and for investment purposes, they have no present intention to distribute the Shares publicly, and they have the financial sophistication and knowledge to understand the risk of acceptance of the Shares in cancellation of the Advance and can risk an entire loss of their investment in the Shares.

3. In consideration of the performance of Issuer Direct described in Paragraph 3, above, Gistaro, on behalf of itself and its successors, assigns, members, managers, officers, employees, agents, and representatives hereby releases and forever discharges, Issuer Direct, together with its successors, assigns, directors, officers, agents, employees, and representatives, from any and all actions, causes of action, claims, liability, demands, damages, costs, and expenses of every kind whatsoever, in law or in equity, known or unknown, contemplated, accrued, existing or not yet mature, which Gistaro has or may have as of the Effective Date relating specifically to the Settled Debt. This paragraph shall not discharge Issuer Direct from any obligations arising out of this Agree ment.

4. The Parties represent that they have made no assignment and will make no assignment of the actions, causes of action, or claims released herein.

5. It is expressly understood that any action by any Party in connection with this Agreement is not, and shall not be construed as, an admission of liability; rather, any such actions are made and done only as part of this settlement and release of disputed claims.

6. Each undersigned Party acknowledges that: (1) the Party has read this Agreement fully and carefully before signing it; (2) the Party has consulted with or has had the opportunity to consult with an attorney regarding the legal effect and meaning of this Agreement and all of its terms and conditions, and that the Party is aware of the contents of this Agreement and its legal effects; (3) the Party has had the opportunity to make whatever investigation or inquiry that the Party deems necessary or appropriate in connection with the subject matter of this Agreement; (4) the Party is of sound mind and is executing this Agreement voluntarily and free from any undue influence, coercion, duress, or fraud of any kind; and (5) the Party is waiving and releasing all claims against the oth er Party as provided herein knowingly and voluntarily.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

8. The Parties agree, to the extent permitted by law, that any and all disputes arising from or related to this Agreement shall be settled exclusively by binding arbitration with the Judicial Arbiter Group, Inc. in Cary, North Carolina. The arbitration shall be based on the substantive laws of the State of North Carolina. The arbitrator shall order, to the extent permitted by law, that disclosures shall be made and discovery shall be permitted in a manner generally comparable to that prescribed by the North Carolina Rules of Civil Procedure, and the North Carolina Rules of Evidence shall apply. Judgment entered upon the award by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be in writing and shall include an explanation for the decision. The prevailing party, if any, as determined by the arbitrator, shall be awarded all costs and fees, including, without limitation, reasonable attorneys’ fees and the costs and fees of arbitration.

9. It is expressly understood and agreed that the execution and performance of this Agreement is in full accord and satisfaction of all demands between the Parties as of the Effective Date of this Agreement. This Agreement shall be binding and inure to the benefit of the Parties and their successors and assigns.

10. The Parties acknowledge that this Agreement contains the entire agreement and understanding between the Parties relating to the subject matter hereof, and that this Agreement merges and supersedes all prior discussions and understandings between the Parties relating to said subject matter. The Parties confirm that no promise or inducement not expressed in the written terms of this Agreement has been made to the other. In entering into this Agreement, the Parties are not relying upon any statement or representation not contained in this Agreement made by any other Party, the Party’s counsel, partners, directors, managers, members, officers, employees, agents, or any other person representing either of the Parties concerning the nature, severity, extent, or conse quences of any injuries, damages, losses, costs, and claims of any Party hereto and any liability therefor.

11. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be valid under existing law. A finding of invalidity as to any provision of this Agreement or any portion thereof, shall void only that provision or portion and no other, and this Agreement shall be interpreted as if it did not contain such invalid provision or portion.

12. The Parties agree to keep the terms of this Agreement and any earlier discussions and correspondence relating to this Agreement confidential. The Parties shall not disclose or discuss the terms of this Agreement with any other person or entity. Provided, however, that the Parties may disclose or discuss the terms of this Agreement with legal and accounting professionals, in connection with the performance of professional services, who have a need to know such terms in connection with the performance of professional services, or as may be required by state or federal law.

13. The Parties shall perform any additional lawful acts, including the execution of additional agreements, as are reasonably necessary to effectuate the purposes of this Agreement.

14. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. This Agreement may be executed by exchange of facsimile copies. The facsimile copies showing the signatures of the Parties shall constitute originally signed copies of the Agreement requiring no further execution.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	Issuer Direct Corporation

March 31, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer



March 31, 2010	By:	/s/ Edward Gistaro
		Edward Gistaro
		Director

EX-10.2 3 isdr_ex102.htm SETTLEMENT AND RELEASE AGREEMENT - SCHMIDT isdr_ex102.htm Back to 8-K

EXHIBIT 10.2

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into, effective the 31st day of March 2010 (the “Effective Date”), by and between Issuer Direct Corporation, a Delaware corporation (“Issuer Direct”) and Chauncey Schmidt, an individual (“Schmidt”). Issuer Direct and Schmidt are referred to in this Agreement individually as the “Party” or collectively as the “Parties.”

1. Pursuant to an unsecured note payable issued on November 16, 2007, Issuer Direct owes to Schmidt $29,833, including all principal and accrued but paid interest (“Settled Debt”). Issuer Direct and Schmidt desire to settle the Settled Debt pursuant to the terms and conditions of this Agreement.

2. Issuer Direct agrees to issue to Schmidt 229,485 shares of the common stock, par value $.001 per share, of Issuer Direct (the “Shares”), upon the execution of this Agreement in settlement of the Settled Debt. Upon issuance of the Shares to Schmidt, the Shares shall be “restricted securities”, as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold or otherwise transferred unless the Shares have been registered with the Securities and Exchange Commission (the “SEC”) in the opinion of counsel other than from Schmidt reasonably satisfactory to Issuer Direct, an exemption from the registration requirements under the Securities Act is available. S chmidt understands and acknowledges that Issuer Direct makes no representations or warranties regarding the future price of the Shares, the current or future value of the Shares, or its current business, operations or financial condition or prospects and, except as expressly set forth in this Agreement, Schmidt has not relied on any representations or warranties from Issuer Direct or its representatives in any manner whatsoever. Schmidt represents and warrants to Issuer Direct that he is an “accredited investor”, as such term is defined under Rule 501(a)(3) of the Securities Act, they are acquiring the Shares for their own account and for investment purposes, they have no present intention to distribute the Shares publicly, and they have the financial sophistication and knowledge to understand the risk of acceptance of the Shares in cancellation of the Advance and can risk an entire loss of their investment in the Shares.

3. In consideration of the performance of Issuer Direct described in Paragraph 3, above, Schmidt, on behalf of itself and its successors, assigns, members, managers, officers, employees, agents, and representatives hereby releases and forever discharges, Issuer Direct, together with its successors, assigns, directors, officers, agents, employees, and representatives, from any and all actions, causes of action, claims, liability, demands, damages, costs, and expenses of every kind whatsoever, in law or in equity, known or unknown, contemplated, accrued, existing or not yet mature, which Schmidt has or may have as of the Effective Date relating specifically to the Settled Debt. This paragraph shall not discharge Issuer Direct from any obligations arising out of this Agreement.

4. The Parties represent that they have made no assignment and will make no assignment of the actions, causes of action, or claims released herein.

6. Each undersigned Party acknowledges that: (1) the Party has read this Agreement fully and carefully before signing it; (2) the Party has consulted with or has had the opportunity to consult with an attorney regarding the legal effect and meaning of this Agreement and all of its terms and conditions, and that the Party is aware of the contents of this Agreement and its legal effects; (3) the Party has had the opportunity to make whatever investigation or inquiry that the Party deems necessary or appropriate in connection with the subject matter of this Agreement; (4) the Party is of sound mind and is executing this Agreement voluntarily and free from any undue influence, coercion, duress, or fraud of any kind; and (5) the Party is waiving and releasing all claims agai nst the other Party as provided herein knowingly and voluntarily.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

8 The Parties agree, to the extent permitted by law, that any and all disputes arising from or related to this Agreement shall be settled exclusively by binding arbitration with the Judicial Arbiter Group, Inc. in Cary, North Carolina. The arbitration shall be based on the substantive laws of the State of North Carolina. The arbitrator shall order, to the extent permitted by law, that disclosures shall be made and discovery shall be permitted in a manner generally comparable to that prescribed by the North Carolina Rules of Civil Procedure, and the North Carolina Rules of Evidence shall apply. Judgment entered upon the award by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be in writing and shall include an expla nation for the decision. The prevailing party, if any, as determined by the arbitrator, shall be awarded all costs and fees, including, without limitation, reasonable attorneys’ fees and the costs and fees of arbitration.

10. The Parties acknowledge that this Agreement contains the entire agreement and understanding between the Parties relating to the subject matter hereof, and that this Agreement merges and supersedes all prior discussions and understandings between the Parties relating to said subject matter. The Parties confirm that no promise or inducement not expressed in the written terms of this Agreement has been made to the other. In entering into this Agreement, the Parties are not relying upon any statement or representation not contained in this Agreement made by any other Party, the Party’s counsel, partners, directors, managers, members, officers, employees, agents, or any other person representing either of the Parties concerning the nature, severity, extent, or consequences of any injuries, damages, losses, costs, and claims of any Party hereto and any liability therefor.

13. The Parties shall perform any additional lawful acts, including the execution of additional agreements, as are reasonably necessary to effectuate the purposes of this Agreement.

14. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	Issuer Direct Corporation

March 31, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer



March 31, 2010	By:	/s/ Chauncey Schmidt
		Chauncey Schmidt
		Director

EX-10.2 4 isdr_ex103.htm SETTLEMENT AND RELEASE AGREEMENT - BALBIRNIE isdr_ex103.htm

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EXHIBIT 10.3

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into, effective the 31st day of March 2010 (the “Effective Date”), by and between Issuer Direct Corporation, a Delaware corporation (“Issuer Direct”) and Brian R. Balbirnie, an individual (“Balbirnie”). Issuer Direct and Balbirnie are referred to in this Agreement individually as the “Party” or collectively as the “Parties.”

1. Pursuant to an unsecured note payable issued on September 17, 2007, Issuer Direct owes to Balbirnie $27,780, including all principal and accrued but paid interest (“Settled Debt”). Issuer Direct and Balbirnie desire to settle the Settled Debt pursuant to the terms and conditions of this Agreement.

2. Issuer Direct agrees to issue to Balbirnie 26 shares of the Series A Convertible Preferred Stock, par value $1.00 per share, of Issuer Direct (the “Shares”), upon the execution of this Agreement in settlement of the Settled Debt. Upon issuance of the Shares to Balbirnie, the Shares shall be “restricted securities”, as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold or otherwise transferred unless the Shares have been registered with the Securities and Exchange Commission (the “SEC”) in the opinion of counsel other than from Balbirnie reasonably satisfactory to Issuer Direct, an exemption from the registration requirements under the Securities Act is available. Balbirnie understands and acknowledges that Issuer Direct makes no representations or warranties regarding the future price of the Shares, the current or future value of the Shares, or its current business, operations or financial condition or prospects and, except as expressly set forth in this Agreement, Balbirnie has not relied on any representations or warranties from Issuer Direct or its representatives in any manner whatsoever. Balbirnie represents and warrants to Issuer Direct that he is an “accredited investor”, as such term is defined under Rule 501(a)(3) of the Securities Act, they are acquiring the Shares for their own account and for investment purposes, they have no present intention to distribute the Shares publicly, and they have the financial sophistication and knowledge to understand the risk of acceptance of the Shares in cancellation of the Advance and can risk an entire loss of their investment in the Shares.

3. In consideration of the performance of Issuer Direct described in Paragraph 3, above, Balbirnie, on behalf of itself and its successors, assigns, members, managers, officers, employees, agents, and representatives hereby releases and forever discharges, Issuer Direct, together with its successors, assigns, directors, officers, agents, employees, and representatives, from any and all actions, causes of action, claims, liability, demands, damages, costs, and expenses of every kind whatsoever, in law or in equity, known or unknown, contemplated, accrued, existing or not yet mature, which Balbirnie has or may have as of the Effective Date relating specifically to the Settled Debt. This paragraph shall not discharge Issuer Direct from any obligations arising out of this Agreement.

4. The Parties represent that they have made no assignment and will make no assignment of the actions, causes of action, or claims released herein. Within six months of the Effective Date, Balbirnie and Issuer Direct, through a majority of the members of its then outside Board of Directors, may cause Issuer Direct to repurchase the Shares for the exactly the amount of the Settled Debt as of the Effective Time. In the event, the Parties elect to have the Shares repurchased, Balbirnie shall return the Shares to Issuer Direct as of the date of the repayment of the Settled Debt. Nothing in this Paragraph 4 shall be deemed to affect the general release in Paragraph 3 above.

6. Each undersigned Party acknowledges that: (1) the Party has read this Agreement fully and carefully before signing it; (2) the Party has consulted with or has had the opportunity to consult with an attorney regarding the legal effect and meaning of this Agreement and all of its terms and conditions, and that the Party is aware of the contents of this Agreement and its legal effects; (3) the Party has had the opportunity to make whatever investigation or inquiry that the Party deems necessary or appropriate in connection with the subject matter of this Agreement; (4) the Party is of sound mind and is executing this Agreement voluntarily and free from any undue influence, coercion, duress, or fraud of any kind; and (5) the Party is waiving and releasing all claims against the other Party as provid ed herein knowingly and voluntarily.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

10. The Parties acknowledge that this Agreement contains the entire agreement and understanding between the Parties relating to the subject matter hereof, and that this Agreement merges and supersedes all prior discussions and understandings between the Parties relating to said subject matter. The Parties confirm that no promise or inducement not expressed in the written terms of this Agreement has been made to the other. In entering into this Agreement, the Parties are not relying upon any statement or representation not contained in this Agreement made by any other Party, the Party’s counsel, partners, directors, managers, members, officers, employees, agents, or any other person representing either of the Parties concerning the nature, severity, extent, or consequences of a ny injuries, damages, losses, costs, and claims of any Party hereto and any liability therefor.

13. The Parties shall perform any additional lawful acts, including the execution of additional agreements, as are reasonably necessary to effectuate the purposes of this Agreement.

14. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	Issuer Direct Corporation

March 31, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer



March 31, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie

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