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JLWT > SEC Filings for JLWT > Form 8-K on 1-Nov-2013All Recent SEC Filings

Show all filings for JANEL WORLD TRADE LTD | Request a Trial to NEW EDGAR Online Pro

Form 8-K for JANEL WORLD TRADE LTD


1-Nov-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. o


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

On October 30, 2013, Janel World Trade, Ltd. (the "Company") adopted the Company's 2013 Non-Qualified Stock Option Plan (the "Plan") pursuant to which options to purchase shares of the Company's common stock may be granted to directors, officers, employees of and consultants to the Company and its subsidiaries. Participants and all terms of any grant of options under the Plan are in the discretion of the Company's Compensation Committee (or the full Board if no Compensation Committee is appointed).

Concurrent with the adoption of the Plan, the following named executive officers were granted option exercisable for a period of 10 years to purchase the following number of shares of the Company's common stock at $0.065 per share:

                                             Number of
                                 Name         Shares
                           Philip J. Dubato   700,000
                           William J. Lally   700,000
                           Noel J. Jannello   800,000

Vincent Iacopella 1,700,000

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Plan filed as Exhibit 10.1 hereto and incorporated herein by this reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the Company's Articles of Incorporation and Bylaws, the Company's Board of Directors amended Article III, Sections 1 and 5 of the Company's Bylaws effective October 30, 2013, to provide that the number of directors shall be set by resolution of the Board, and any increase in the number of directors shall be filled by the directors then in office. Prior to these amendments, any increase in the number of directors required either an amendment to the Bylaws or a vote of stockholders at an annual meeting or special meeting called for that purpose.



Item 8.01. Other Events.

On October 31, 2011, the Company issued a press release announcing the October 30, 2013 closing of the sale of 7,692,308 shares of common stock and a Warrant to purchase up to 12,500,000 shares of common stock, in a private placement in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. In accordance with SEC Rule 135c(d), a copy of the press release is filed herewith as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.
3.1         Janel World Trade, Ltd. Bylaws, as amended October 30, 2013
10.1        Janel World Trade, Ltd. 2013 Non-Qualified Stock Option Plan
99.1        Press release dated October 31, 2013

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