Business Context and Reporting Period
This Form 8-K is a current report filed by Segmentz, Inc. (not XPO, Inc.) on September 6, 2005, covering events occurring on August 31, 2005. The registrant is incorporated in Delaware and is headquartered in Buchanan, Michigan. The filing primarily addresses significant changes in corporate leadership.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Departure of Director: Mr. Allan Marshall resigned from the Board of Directors effective August 31, 2005.
- Departure of CFO: Andrew Norstrud resigned as Chief Financial Officer effective August 31, 2005.
- Appointment of CFO: Mark Patterson was appointed Chief Financial Officer effective September 1, 2005.
Management Commentary and Compensation
Mark Patterson brings extensive experience in transportation and logistics, having previously served as CFO for Coastal Resources, Inc. and Schilli Transportation Services, Inc., and as Director of Corporate Reporting for SIRVA, Inc. The Company executed a 3-year employment agreement with Mr. Patterson (subject to a 1-year extension) containing the following terms:
- Base Salary: $125,000.
- Performance Bonus: Up to 30% of base salary annually.
- Signing Bonus: Options to purchase up to 100,000 shares of common stock at an exercise price of $1.25 per share.
- Covenants: The agreement includes a non-compete and nondisclosure provision.
Investor Verification Checklist
- Verify the exact effective dates of the resignations (August 31, 2005) and the new appointment (September 1, 2005).
- Confirm the terms of the employment agreement, specifically the option grant of 100,000 shares at $1.25 per share.
- Review the attached press release (Exhibit 99.2) for additional context on the leadership transition.
- Note that this filing contains no financial data; investors should refer to the most recent 10-K or 10-Q for financial metrics.