Unassociated Document
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): July 22, 2010 (July 16,
2010)
Global
Resource Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-50944
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84-1565820
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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1000
Atrium Way, Suite 100
Mount
Laurel, New Jersey 08054
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant's
telephone number, including area code: (856) 767-5665
(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 Company under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into Material Definitive Agreement.
Indemnity Agreement and
Mutual Release.
In
connection with Brian Ettinger’s resignation as director and Chairman of the
Board of Directors (as described in Item 5.02 below) of Global Resource
Corporation (the “Company”), the Company and Mr. Ettinger entered into an
indemnity agreement, dated July 16, 2010 (the “Indemnity Agreement”), pursuant
to which the Company agreed to indemnify Mr. Ettinger from all claims related to
a specific action brought against the Company and to which Mr. Ettinger is also
a party. Additionally, the Company agreed to pay Mr. Ettinger certain amounts by
July 23, 2010, to reimburse him for certain expenses. In accordance with the
terms of the Indemnity Agreement, Mr. Ettinger agreed to waive his rights to
receive common stock and options otherwise issuable to him, as well as any other
additional compensation benefits that Mr. Ettinger may have been entitled to
upon the Company reaching certain milestones.
In addition to the Indemnity Agreement,
the Company also entered into a mutual release (the “Mutual Release”) with Mr.
Ettinger dated July 16, 2010 (the “Effective Date”), pursuant to which the
Company and Mr. Ettinger agreed to release each other from any and all claims,
related to or in any way connected with any actions or omissions occurring prior
to the Effective Date. The Mutual Release does not release either party from any
claim related to or in connection with any acts or omissions that, individually
or collectively, constitute fraud, fraudulent inducement or intentional
misrepresentation.
The descriptions of the Indemnity
Agreement and Mutual Release, herein, are intended only to be a summary and are
qualified in their entirety by the terms and conditions of the Indemnity
Agreement and Mutual Release, attached hereto as Exhibits 10.1 and 10.2 and
incorporated herein by reference.
Consulting
Agreement
The Company entered into a consulting
agreement, dated July 16, 2010 (the “Consulting Agreement”) with Mr. Ettinger,
pursuant to which Mr. Ettinger shall provide general consulting services and
assist the Company in developing its technology and products for business
opportunities in the United States and internationally. The terms of
the Consulting Agreement provide that the previous consulting agreement between
the Company and Mr. Ettinger is terminated and the Company acknowledges and
agrees that Mr. Ettinger has earned all compensation, including shares issued
and stock options granted under the original consulting agreement. For all
opportunities agreed upon in writing by the Company, Mr. Ettinger shall receive
a consulting fee equal to a percentage of the gross revenues received by the
Company. Additionally, the Company agreed to reimburse Mr. Ettinger for certain
pre-approved travel and lodging expenses. The Consulting Agreement is
for a term of one year and may be extended thereafter by mutual agreement of the
parties.
The description of the Consulting
Agreement herein is intended to be a summary only and is qualified in its
entirety by the terms and conditions of the Consulting Agreement, attached
hereto as Exhibit 10.3 and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
On July
16, 2010, and effective as of that date, Brian Ettinger, resigned as Chairman of
the Board and a director of the Board of Directors of the Company, pursuant to a
letter of resignation delivered to the Company’s shareholders and attached
hereto as Exhibit 17.1.
Item
9.01 Exhibits
(d) Exhibits: The
following exhibits are filed as part of this report:
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Exhibit
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Number
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Description
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10.1
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Indemnity
Agreement, dated July 16, 2010 by and between the Company and Brian
Ettinger
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10.2
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Mutual
Release, dated July 16, 2010 by and between the Company and Brian
Ettinger
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10.3
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Consulting
Agreement, dated July 16, 2010 by and between the Company and Brian
Ettinger
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17.1
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Resignation
Letter, dated July 16, 2010, to the Company’s shareholders from Brian
Ettinger
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Global
Resource Corporation
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Dated:
July 22, 2010
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By:
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/s/
Ken Kinsella
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Ken
Kinsella
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Chief
Executive Officer
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