SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: September 15, 2005
NUWAVE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28606 22-3387630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
109 N. Post Oak Lane, Suite 422, Houston, Texas 77024 77024
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 621-2737
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Not Applicable
(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:
[ ] 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.
On September 15, 2005 NuWave Technologies, Inc. (the "Company") entered
into an executive employment agreement (the "Agreement") with Mr. Tobin Smith
("Mr. Smith") whererby Mr. Smith shall serve as the Company's Chief Investment
Officer. The initial term of the Agreement shall commence on September 15, 2005,
shall expire on August 31, 2008 and shall be automatically extended for
successive one (1)-year periods. The Company shall pay Mr. Smith a base salary
("Base Salary") of $120,000 per year, or such greater amount as set by the
compensation committee of the Company's Board of Directors (the "Compensation
Committee").
In addition to the Base Salary Mr Smith is entitled to (a) a bonus of up
to one hundred percent (100%) of the Base Salary if, and only if, Mr. Smith has
met certain performance criteria as set by the Company's Compensation Committee,
(b) ten percent (10%) of all investment income received by the Company for which
Mr. Smith has directly provided the services or for which Mr. Smith is
responsible for supervising, (c) reimbursement by the Company for all reasonable
and necessary expenses incurred in carrying out his duties, (d) participation,
subject to all eligibility requirements, if any, in all health, dental,
disability, life insurance and other benefit programs which cover substantially
all of the Company's other employees and (e) receive such other benefits as may
be approved from time to time by the Company.
Mr. Smith shall also be granted options to purchase fifteen percent (15%)
of the fully diluted shares outstanding as of the date of the Agreement of the
Company's common stock at $0.05 per share. Mr. Smith shall be entitled to
exercise up to one-third (1/3) of said shares upon the execution of the
Agreement, up to an additional one-third (1/3) of said shares after two (2)
years and all shares after three (3) years.
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.
NUWAVE TECHNOLOGIES, INC.
Date: September 21, 2005 By: /s/ Timothy J. Connolly
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Name: Timothy J. Connolly
Title: Chief Executive Officer