Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January
16, 2007 (January 2, 2007)
WI-TRON,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-21931
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22-3440510
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
59
LaGrange Street,
Raritan,
New Jersey 08869
(Address
of principal executive offices)
(908)
253-6870
Registrant’s
telephone number, including area code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Section
5 - Corporate Governance and Management
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
January 2, 2007, the Registrant accepted the resignation of Joseph Nordgaard
as
its Chief Executive Officer and Director. Mr. Nordgaard agreed to remain with
the Registrant initially as an unpaid business development advisor and agreed
to
negotiate formal terms at some future point if the relationship was beneficial
to both parties.
John
Chase Lee, the Registrant’s President and Chairman of the Board, was also
appointed as Chief Executive Officer. John Chase Lee has been a Director of
the
Registrant since 2004, and its President since June 2005 and since 2000 has
been
President of Tek Ltd, a distributor of electronic parts for the South Korean
auto industry. Mr. Lee has three Masters Degrees, including M. Div. from
Princeton, M.A. from University of Oregon, and an MCRP from Rutgers University.
Item
3.02 Unregistered
Sales of Equity Securities
On
January 11, 2007 holders of 131,000 shares of Series C preferred stock of the
Registrant (representing all of the remaining outstanding shares of preferred
stock) converted such shares into an aggregate of 13,100,000 (12,500,000 to
John
Chase Lee and 600,000 to Jessica H. Lee, the Registrant’s Chief Financial
Officer and Director, who are not related) shares of the Registrant’s common
stock pursuant to the terms of such preferred stock designation. No discounts
or
commissions were paid in connection with such conversion
As
a
result of such preferred stock conversion, as of January 11, 2007, the
Registrant had 49,753,293 shares of Common Stock and no shares of preferred
stock issued and outstanding.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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| January
16, 2007 |
WI-TRON,
INC. |
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|
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By: |
/s/ John
Chase Lee |
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Name:
John Chase Lee,
President |