global_8ka-070609.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
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 6, 2009
Global
Resource Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
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000-50944 |
|
84-1565820 |
| (State or
Other Jurisdiction of
Incorporation) |
|
(Commission File
Number) |
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(IRS
Employer Identification No.) |
1000
Atrium Way, Suite 100
Mount
Laurel, New Jersey 08054
(Address
of Principal Executive Offices) (Zip Code)
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))
Explanatory Note
This
Amendment No. 1 amends the Current Report on Form 8-K of Global Resource
Corporation (the “Company”) filed on July 10, 2009 to supplement the disclosure
included under Item 5.02 thereof and to include new disclosure under Item
1.01.
Item
1.01 Entry into a
Material Definitive Agreement
On
October 2, 2009, the Company and Mr. Eric Swain entered into a Settlement
Agreement and Release, a description of the material terms of which is included
under Item 5.02 below, which description is incorporated herein by
reference.
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The
Company previously disclosed that effective on July 6, 2009, the Company
terminated the employment of Eric Swain, its then Chief Executive Officer, and
removed him from the Company’s Board of Directors for cause. Mr.
Swain has since advised the Company that he disputes the basis of the Company’s
determination that it had cause to terminate Mr. Swain. In order to
avoid protracted, expensive and uncertain litigation, and without either party
admitting that the Company had or did not have a basis for terminating Mr. Swain
for cause, on October 2, 2009, the Company and Mr. Swain entered into a
Settlement Agreement and Release (the “Settlement Agreement”).
Pursuant
to the terms of the Settlement Agreement, in material part, (a) the Company and
Mr. Swain have agreed to mutual general releases, (b) Mr. Swain has agreed, for
a two year period, not to compete in the business of microwave resource recovery
technology and not to solicit the Company’s employees or customers, (c) of the
options to purchase 5,000,000 shares of the Company’s common stock previously
granted to Mr. Swain, Mr. Swain shall retain 1,000,000 that previously vested,
1,000,000 that will vest on December 1, 2009 and 1,000,000 that will vest on
December 1, 2010, the remaining 2,000,000 being cancelled, and (d) the Company
has agreed, subject to Mr. Swain’s continued compliance with the terms of the
Settlement Agreement, (i) to pay to Mr. Swain certain bonuses, if earned,
payable to him under the prior terms of his employment through January 6, 2011,
and (ii) to issue to Mr. Swain an aggregate of 2,250,000 shares of its common
stock on certain dates starting on October 6, 2009 and ending on October 6,
2011.
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:
October 8, 2009
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By:
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/s/ Peter
A. Worthington |
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Peter
A. Worthington |
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Chief
Executive Officer and |
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Interim
Chairman of the Board |
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