Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
THIRD
AMENDMENT TO
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)
July
3, 2009
HEREUARE,
INC.
(Exact
Name of Registrant as specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation or Organization)
000-33033
|
02-0575232
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
228
Hamilton Ave., 3rd floor
Palo
Alto, CA 94301
(Address
of Principal Executive Offices and Zip Code)
(650)
798-5288
(Registrant's
Telephone Number, including Area Code)
N/A
(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 obligations 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 (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))
|
|
|
Explanatory
Note: Registrant and Mr. Walls have mutually agreed to defer
his start date until Registrant’s cash position improves. In the
interim, Mr. Walls has made himself available to consult with Registrant on an
as-requested basis.
Table of
Contents
Item 5.02
|
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Signatures
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(c) On
July 3, 2009, Registrant offered, and Jon C. Walls accepted, full-time
employment effective on or about September 1, 2009, with Registrant in the
position of Chief Operating Officer and Chief Financial
Officer. Benedict Van will remain Registrant’s Chairman of the Board
and Chief Executive Officer. Subsequently, Registrant and Mr.
Walls mutually agreed to defer his start date until Registrant’s cash position
improved. In the interim, Mr. Walls has made himself available to
consult with Registrant on an as-requested basis. Although Registrant
expects to raise adequate financing to be able to hire Mr. Walls in
the next month or two, no assurance of success or Mr. Walls’ then availability
can be given.
Mr.
Walls, who is 44, will earn salary at the per annum rate of
$120,000. On his start date, he will be granted a 1,000,000 share
non-statutory stock option with an exercise price of $9.00 per
share. The option will have a term of ten years, with 250,000 shares
exercisable immediately and the remaining 750,000 shares becoming exercisable at
the rate of 15,625 shares per month over the next 48 months so long as Mr. Walls
remains an employee of Registrant.
Since July 2008 Mr. Walls has been
serving as an independent financial and management consultant; in January 2009
he co-founded Principle Management Consulting L.L.C. through which he has most
recently conducted his consulting activities. Mr. Walls previously
served as Chief Investment Officer and Acting CFO of Quality Home Loans, from
January 2007 to June 2008. From January 2005 to November 2006, he
served as Managing Director and later as President and Chief Operating Officer
for B. Wilson Partners, a boutique financial consulting company. From
May through November of 2004, Mr. Walls worked for Picoco, LLC, a private family
investment office, where he served as Chief Operating Officer and General
Partner of investment fund Pico Capital, LP. Prior to that, for
approximately four years, Mr. Walls served as President and CFO of a start-up
internet service provider (ISP) he co-founded and before that, he worked at
Lehman Brothers for approximately eight years, with his last position
being a Senior Vice President of Investment Banking, with expertise
in equity, fixed income and M&A transactions.
Mr. Walls holds an MBA from Harvard
Business School, a JD from Harvard Law School and a BA (Psychology in the
Computer Science track) from Yale University.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this amended report to be signed on its behalf by the undersigned
hereunto duly authorized.
hereUare,
Inc.
(Registrant)
By: /s/
Benedict Van
Benedict
Van, Chairman & CEO
Date:
October 8, 2009