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): February 16, 2005
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BLUEGATE CORPORATION
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(Exact name of registrant as specified in its Charter)
Nevada 000-22711 76-0640970
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(State or other (Commission File (IRS Employer
jurisdiction of Incorporation) Number) Identification Number)
701 North Post Oak, Road, Suite 630, Houston, Texas 77024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 713/682-7400
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(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective February 16, 2005, Mike McDonald resigned as Chief Financial
Officer of Registrant, to take the position of Sr. V.P. of Physician Network to
more fully develop this aspect of the Bluegate offering. Greg J. Micek was
appointed as Chief Financial Officer to manage Registrant's financial and
accounting operations.
Mr. Micek has served as a Director of IQ Biometrix, Inc. ("IQB"), a
publicly traded corporation, since this corporation's inception in 1997. In
addition, from March to September 2003, Mr. Micek served as IQB's Vice President
of Corporate Development. From July 2002 until March 2003, he served as IQB's
President. From March 2002 until July 2002, Mr. Micek served as IQB's Executive
Vice President and Chief Financial Officer. Since 1983, he has been a principal
of The Micek Group, a consulting firm. Mr. Micek received a Bachelor of Arts
and a Doctorate of Jurisprudence from Creighton University. He has no family
relationship with any other director or officer of Registrant.
Mr. Micek has entered into an employment agreement (the "Employment
Agreement") with Registrant. The Employment Agreement has a term of two years
and will expire in accordance with its terms in February 2007. Under the
Employment Agreement, Mr. Micek is to receive an annual salary of $120,000, and
may receive bonuses in such amounts as are mutually agreed upon by him and
Registrant, if major transactions (such as acquisitions and financings) agreed
mutually upon by them shall be achieved. Mr. Micek is also entitled to
participate in any and all employee benefit plans hereafter established for
Registrant's employees. Furthermore, per the Employment Agreement, Mr. Micek is
to be granted options to purchase 350,000 shares of Registrant's common at a
per-share option price of $.50. The options are to vest pro rata on a monthly
basis over the two-year term of the Employment Agreement. The Employment
Agreement contains a covenant not to compete and customary confidentiality
provisions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
10.1 Employment Agreement between Registrant and Greg J. Micek
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.
BLUEGATE CORPORATION
(Registrant)
Date February 22, 2004 By: /s/Manfred Sternberg
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Manfred Sternberg,
Chief Executive Officer