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XPWR > SEC Filings for XPWR > Form 8-K on 21-Nov-2012All Recent SEC Filings

Show all filings for XZERES CORP.

Form 8-K for XZERES CORP.


21-Nov-2012

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d) On November 15, 2012, the Board of Directors of the Registrant appointed Robert N. Garff ("Garff") and Ron Elvidge ("Elvidge" and together with Garff, the "Directors") as new members of the Board of Directors to fill certain vacancies thereon. The Directors were appointed for 1-year terms subject to re-election by the Shareholders at their next annual meeting. The Directors do not currently receive any compensation for their services to the Registrant.

Pursuant to a private placement transaction effectuated on October 19, 2012 pursuant to Regulation D of the Securities Act of 1933, Elvidge holds (i) 1,904,762 shares of the Registrant's Series A Convertible Preferred Stock, initially convertible into 5,714,286 shares of the Registrant's Common Stock, and (ii) warrants for the purchase of 2,875,143 shares of the Registrant's Common Stock.

There are no family relationships among the Registrant's directors or executive officers.

Except as otherwise indicated herein, there are no transactions, since the beginning of the Registrant's last fiscal year, or any currently proposed transaction, in which the Registrant was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Registrant's total assets at year-end for the last three completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

There is no material plan, contract or arrangement (whether or not written) to which either Director is a party or in which either Director participates that has entered into or material amendment in connection with the triggering event or any grant or award to either Director or modification thereto, under any such plan, contract or arrangement in connection with any such event.

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