0001140361-19-006316.txt : 20190402 0001140361-19-006316.hdr.sgml : 20190402 20190402160126 ACCESSION NUMBER: 0001140361-19-006316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190328 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERI Holdings, Inc. CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38286 FILM NUMBER: 19724518 BUSINESS ADDRESS: STREET 1: 5000 RESEARCH COURT, SUITE 750 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-935-4152 MAIL ADDRESS: STREET 1: 5000 RESEARCH COURT, SUITE 750 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC DATE OF NAME CHANGE: 19950323 8-K 1 form8k.htm 8-K

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 28, 2019

Ameri Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-38286
95-4484725
(State or Other Jurisdiction of  Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5000 Research Court, Suite 750, Suwanee, Georgia
 
30024
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 935-4152

 
(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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 28, 2019, David Luci notified the Board of Directors (the “Board”) of Ameri Holdings, Inc. (the “Company”) of his resignation from the Board effective as of such date. Mr. Luci’s resignation from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of the resignation letter from Mr. Luci, dated March 28, 2019 is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On April 2, 2019, the Board appointed Carmo Martella to fill the vacancy left by Mr. Luci. Mr. Martella was also appointed to both the audit and compensation committees of the Board.

Mr. Martella, age 52, previously served as Chief Technology Officer of MedData from January 2017 through January 2019. Prior to MedData, he was a Senior Director for Amtrak from August 2014 through January 2017. Prior to that he held positions at Broto Legal (2013-2014) and IBM (1999-2013). He received his B.A. in education from Illinois College and his MA-ABD from the University of Illinois at Springfield.

There are no arrangements or understandings between Mr. Martella and any other persons pursuant to which Mr. Martella was appointed as a director. In addition, Mr. Martella has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

No.
 
Description
     
 
Board Resignation Letter

-2-

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.

April 2, 2019
AMERI HOLDINGS, INC.
     
 
By:
/s/ Barry Kostiner
   
Name:Barry Kostiner
   
Title:Chief Financial Officer


-3-

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

To the Board of Directors and Management of Ameri Holdings, Inc.:

I hereby resign from the board of directors (the “Board”) effective as of March 28, 2019.  There were no disagreements between the company, management or the Board and myself relative to these resignations.

Thank you for the opportunity to be of service.

Sincerely,

/s/ David Luci
 
David Luci