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BEES > SEC Filings for BEES > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Form 8-K for BEESFREE, INC.


17-Apr-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 15, 2013, David W. Todhunter resigned as President, Chief Executive Officer, and Chief Financial Officer of BeesFree, Inc. (the "Company"). On April 17, 2013, Joseph Becker resigned as a Director of the Company.

(c) On April 16, 2013, the Company announced that Juan Carlos Trabucco, a director of the Company, has been appointed to serve as interim President and Chief Executive Officer of the Company pending the Company's selection of a successor to serve as President and Chief Executive Officer. Mr. Trabucco will continue to maintain his position as director at his current level of compensation.

In satisfaction of the disclosure required pursuant to Sections 401(b) and 401(e) of Regulation S-K, "Item 10, Directors, Executive Officers and Corporate Governance" of the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2013, is incorporated by reference herein. With respect to the disclosure required pursuant to Section 401(d) of Regulation S-K, there are no family relationships between Mr. Trabucco and any director or executive officer of the Company. With respect to Section 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Trabucco and the Company that are required to be reported.

On April 17, 2013, the Company also announced the appointment of Joseph Fasciglione, the Controller, Assistant Treasurer and Assistant Secretary of the Company, as interim Chief Financial Officer pending the Company's selection of a successor to serve as Chief Financial Officer. Mr. Fasciglione, age 60, has served as the Company's Controller since August 2011, initially as a consultant and then as employee in May 2012. Mr. Fasciglione has also served as the Company's Assistant Treasurer and Assistant Secretary since April 2012. Mr. Fasciglione will continue to maintain his positions as Controller, Assistant Treasurer and Assistant Secretary at his current level of compensation.

In satisfaction of the disclosure required pursuant to Sections 401(b) and 401(e) of Regulation S-K, Mr. Fasciglione served as Corporate Controller for New Generations Biofuels Holdings, Inc. (NGBF.OCTQB), a provider of proprietary blended renewable biofuels for various commercial application and industries, from 2008 to 2011. During this time, Mr. Fasciglione had full responsibility for financial matters, such as financial reporting, annual audits, jurisdictional filings, cash management, invoicing, collections, risk management, and payroll, and certain administrative matters. Prior to working for New Generations Biofuels Holdings, Inc., Mr. Fasciglione held various controller or financial positions with companies in the telecommunication and other industries.

With respect to the disclosure required pursuant to Section 401(d) of Regulation S-K, there are no family relationships between Mr. Fasciglione and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Fasciglione and any other person pursuant to which Mr. Fasciglione was selected as Chief Financial Officer. There are also no relationships or related transactions between Mr. Fasciglione and the Company that are required to be reported.



ITEM 9.01 Financial Statements and Exhibits:

(a) Financial Statements - Not Applicable
(b) Pro-Forma Financial Information - Not Applicable
(c) Shell Company Transactions - Not Applicable
(d) Exhibits - Not Applicable

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