UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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 28,
2008
MAXIM
TEP, INC.
(Exact
name of registrant as specified in its charter)
|
TEXAS
|
|
000-53093
|
|
20-0650828
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
9400
Grogan’s Mill Road, Suite 205
The
Woodlands, Texas 77380
www.maximtep.com
(Address
of principal executive offices)
Registrant’s
Telephone Number, Including Area Code: (281)
466-1530
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 (see
General
Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
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 Certain Officers; Election of
Directors;
On
July
25, 2008 Maxim TEP, Inc., held an extraordinary shareholders meeting and
announced the election of two directors to its Board. Over 73% of the
outstanding shares of the Company's common stock and preferred stock voted
for
the election of Steven J. Warner and Peter O'Neill, to serve on the Company's
Board of Directors.
Mr.
Warner, 68, formerly served Chairman of the Company's Board of Directors from
2005 until 2007. Mr. Warner has been Managing Director and Co-Founder
of Crossbow Ventures Inc.,, where he has managed $100 million of private
equity money and $60 million of U.S. government funds and has invested in
early and expansion state technology companies in Florida and the southeast.
Additionally, since 2004, Mr. Warner has been on the board of directors of
two private companies, AOI Medical, Inc., a medical devices company, and UCT
Coatings, Inc. which is in the business of environmentally friendly metal
finishing technology, and two public companies, Dyadic International, Inc.,
a
biotechnology company and Rock Energy Resources, an oil and gas company. In
the
course of his career, Mr. Warner has also served as President and CEO of
Merrill Lynch Venture Capital Inc., which managed over $225 million and has
directly participated in over 100 investments in venture capital
situations.
Mr.
O'Neill, 59, is the Chief Executive Officer of Able Global Partners, 641
Lexington Avenue, New York, New York 10022. From 1997 until 2005,
Mr. O’Neill was Managing Director of Corporate Finance at Laidlaw &
Company (UK) Ltd., Est. 1842. His responsibilities included structuring and
funding projects in the United States, United Kingdom, Europe and Canada. Mr.
O’Neill has amassed over 30 years of experience in the Financial Services
Industry, including holding the position of President at CM&M’s Municipal
Division. From 1983 through 1988, Mr. O’Neill was the Director in Paine
Weber’s Fixed Income Division working on transactions between their Capital and
Consumer Market’s Divisions, primarily public and investment banking. While at
Paine Webber and Laidlaw & Company, Mr. O’Neill was involved in
managing investment banking transactions ranging in size from $5 to
$500 million. Mr. O’Neill’s expertise has focused on transactions
involving convertible debt, consumer finance, equity financing, mergers and
acquisitions, asset-based lending and investment banking. During his career,
Mr. O’Neill has advised a number of energy companies. He has also served on
the number of boards of directors of private companies, including Gibbons &
Company and Finlay Sports.
Messrs.
Warner and O'Neill replaced W. Marvin Watson, John Ritota and Carl Landers,
who
were removed as directors of the Company, without cause, by shareholder vote
at
the same meeting. Messrs. Watson, Ritota and Landers also tendered their
resignations effective July 24, 2008, immediately prior to the meeting. The
remaining Board of Directors will be comprised by Robert D. Johnson, Harvey
Pensack, Steven J. Warner and Peter O'Neill.
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.
|
|
MAXIM
TEP, INC.
|
|
|
|
|
|
|
|
Dated:
July 28, 2008
|
By:
|
/s/
Robert D. Johnson
|
|
|
Name:
|
Robert
D. Johnson
|
|
|
Title:
|
President
and Chief Operating Officer
|