UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 2, 2006 (May 26, 2006)
WI-TRON, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21931 22-3440510
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
59 LaGrange Street
Raritan, New Jersey 08869
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(Address of Principal Executive Office)
(908) 253-6870
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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 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
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
On May 26, 2006, the Registrant entered into an employment agreement with
Joseph Nordgaard appointing Mr. Nordgaard as the Registrant's Chief Executive
Officer for a term of three years commencing on May 31, 2006. The employment
agreement also provides that Mr. Nordgaard serve as a director. Pursuant to the
agreement, John Chase Lee, the Registrant's current Chief Executive Officer
resigned simultaneously with Mr. Nordgaard's appointment. Mr. Lee shall remain
as President and Chairman of the Board of Directors.
The terms of the employment agreement provide for a $130,000 annual base
salary. The Registrant will issue to Mr. Nordgaard 900,000 incentive stock
options exercisable at a price to be determined by the Registrant's Board of
Directors and its 2005 Stock Option Plan, and 1,100,000 five-year warrants to
purchase the Registrant's common stock, exercisable at $.20 per share.
Additional options may be issued upon certain milestones and as determined by
the Registrant's Board of Directors.
Mr. Nordgaard served as a consultant to the Registrant from October 2005
to May 2006, at a salary of $5,000 per month. Since 2002, Mr. Nordgaard has
served as president and a member of Spectral Advantage LLC, a wireless
consulting firm. From 1999 to 2002, he helped create the cdma450 industry, which
utilizes a version of cdma2000 technology designed to operate in the 450 MHz
band. He served as head of Lucent Technologies Worldwide Business Development
and Strategy for cdma450. During this period, Mr. Nordgaard and his family moved
to London, England for two years to help serve as a seconded technical and
marketing advisor to Inquam Ltd. a wireless investment company for 450 MHz
spectrum licenses. Mr. Nordgaard currently serves on the Board of the IA450
Association, which supports and promotes the use of cdma450 technology around
the world. He has also been a member or participant in the following
international industry bodies: ETSI, CEPT, ECITA, CDG, CITEL, ITU-D, ITU-8F, and
PCIA.
Mr. Nordgaard has over 20 years of experience in the wireless technology
field, and, among other achievements, has provided wireless technology advice to
the U.S. in connection with post-War spectrum planning in Iraq. Mr. Nordgaard
was also recently awarded a "Gold Medal of Honor" from Huawei Technologies, of
Shanghai, China for his efforts in introducing Huawei to the cdma450 industry.
This was the first time this award was given to a non-Huawei employee.
In 1983, Mr. Nordgaard received an M.S. in Computer Science from Monmouth
University, in 1981 he received an A.S. in Computer Science from College of
Staten Island, State University of New York ("SUNY"), and in 1979 Mr. Nordgaard
received a B.S. from Syracuse University, SUNY. He has also been awarded two
patents in the field of telecommunications. He is an Eagle Scout and has served
as an Assistant Scout Master in London and in New Jersey. He currently lives in
New Jersey, has been married for 25 years, and has two children.
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Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Employment Agreement between Joseph Nordgaard and the Registrant
dated May 26, 2006.
99.1 Press Release Dated June 1, 2006.
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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 thereto duly authorized.
WI-TRON, INC.
Date: June 2, 2006 By: /s/ John Chase Lee
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John Chase Lee, President
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