UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15d OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 27, 2007
GLOBAL BEVERAGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-28027 90-0093439
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2 S. UNIVERSITY DR., SUITE 220
PLANTATION, FL 33324
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (954) 473-0850
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c) APPOINTMENT OF CHIEF OPERATING OFFICER
On February 27, 2007, Global Beverage Solutions, Inc. (the "Company") appointed
Brett S. Spitalny, age 56, as its Chief Operating Officer for a term of three
years. His primary responsibilities include overseeing the operations of the
Company's two subsidiaries: Beverage Networks of Maryland, Inc. and Aqua
Maestro, Inc.
Prior to joining the Company, Mr. Spitalny was Vice President of Business
Development for XStream Beverage Network, Inc., a company that engages in the
development, marketing and sale of "new age" beverage category natural sodas,
fruit juices and energy drinks in the United States, since April 2006. From
January 2004 until April 2006, Mr. Spitalny was a principal investment banker
for State Street Securities, a company that provides security lending and
securities finance services. From November 2001 until December 2003, he served
as a senior investment advisor for Cardinal Capital Management, Inc., a full
service broker dealer and registered investment advisor firm.
Mr. Spitalny receives a base annual salary of $165,000. Mr. Spitalny also
participates in the Global Beverage Solutions, Inc. 2008 Stock Plan and will
receive awards described in Item 5.02(e) below under such plan, which
information is incorporated in its entirety herein by reference. At the time of
this filing, the Company had not entered into an employment agreement with Mr.
Spitalny.
(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 2, 2008, the Company adopted the Global Beverage Solutions, Inc. 2008
Stock Plan (the "Plan"). The Plan provides for equity compensation in the form
of awards of vested stock, restricted stock, and stock options to key employees,
officers and directors of the Company and to contractors and other persons or
entities that provide services to the Company. The board of directors of the
Company (or a committee of the board of directors as may be designated by the
board of directors) (the "Board") administers the Plan and determines the awards
to be issued under the Plan. The Company has reserved forty million (40,000,000)
shares of the Company's common stock to be available for award under the Plan.
The Plan is attached hereto as Exhibit 10.1 and incorporated in its entirety
herein by reference. Awards under the Plan will be issued pursuant to award
agreements, in a form determined by the Board.
The Board has adopted the following forms of award agreements to be used in
connection with awards under the Plan, which are attached hereto as Exhibits
10.2 and 10.3 and incorporated in their entirety herein by reference:
o Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant
Agreement (immediate vesting) - stock options granted under this
agreement vest immediately; and
o Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant
Agreement (performance vesting) - options granted under this
agreement become conditionally vested based on the achievement of
performance goals, to be specified in the individual agreements
when awarded. The conditionally vested options fully vest and
become exercisable in three equal annual installments, with the
first installment occurring on the date the stock options become
conditionally vested.
On January 2, 2008, the Board approved the award under the Plan of (i) 4,000,000
shares of the Company's common stock, (ii) immediately vesting stock options to
purchase 10,710,000 shares of the Company's common stock and (iii) performance
vesting stock options to purchase 17,700,000 shares of the Company's common
stock. Such Plan awards were made to the Company's employees, officers and
directors. Of these Plan awards, Jerry Pearring, the Company's President and
Chief Executive Officer, will receive 1,000,000 shares of the Company's common
stock, immediately vesting stock options to purchase 5,000,000 shares of the
Company's common stock, and performance vesting stock options to purchase
11,000,000 shares of the Company's common stock. Of these Plan awards Brett
Spitalny, the Company's Chief Operating Officer, will receive 600,000 shares of
the Company's common stock, immediately vesting stock options to purchase
3,000,000 shares of the Company's common stock, and performance vesting stock
options to purchase 6,700,000 shares of the Company's common stock.
There are two types of performance vesting stock options awarded to Mr. Pearring
and Mr. Spitalny. The first type becomes conditionally vested based upon the
amount of gross proceeds raised by the Company through certain financings during
2008. One seventh (1/7th) of the options conditionally vest for each $1,000,000
of gross proceeds raised by the Company after the first $1,000,000 are raised.
Mr. Pearring will receive stock options to purchase 7,000,000 shares of the
Company's common stock of this type of performance vesting stock option, and Mr.
Spitalny will receive stock options to purchase 4,200,000 shares of the
Company's common stock of this type of performance vesting stock option.
The second type of performance vesting stock options awarded to Mr. Pearring and
Mr. Spitalny becomes conditionally vested upon the closing of a specified
acquisition. Mr. Pearring will receive stock options to purchase 4,000,000
shares of the Company's common stock of this type of performance vesting stock
option, and Mr. Spitalny will receive stock options to purchase 2,500,000 shares
of the Company's common stock of this type of performance vesting stock option.
Under both types of performance vesting stock options, the conditionally vested
options become fully vested and exercisable in three equal annual installments,
with the first installment occurring on the date that the options become
conditionally vested. In addition, the exercise price of all such stock options
is $0.012 per share, the closing price of a share of the Company's common stock
on January 2, 2008, as reported through the OTC Bulletin Board.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Title
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10.1 Global Beverage Solutions, Inc. 2008 Stock Plan
10.2 Form of Global Beverage Solutions, Inc. 2008 Stock Plan
Stock Option Grant Agreement (immediate vesting)
10.3 Form of Global Beverage Solutions, Inc. 2008 Stock Plan
Stock Option Grant Agreement (performance vesting)
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.
Date: January 8, 2008 GLOBAL BEVERAGE SOLUTIONS, INC.
By: /s/ Jerry Pearring
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Jerry Pearring
President and Chief Executive Officer