Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
(d) Election of New Directors
Pursuant to the January
19, 2018 majority consent of stockholders in lieu of an annual meeting, effective March 23, 2018, the Registrant appointed three
new members to its Board of Directors. In addition, the stockholders consented to designating three classes of directors. The board
of directors and their terms are as follows:
|
Name
|
Age
|
Position(s) Held
|
Class of Director
|
Director Term
|
|
Gary J. Grieco
|
76
|
Existing Director and President
|
Class I
|
Three Years
|
|
Gregory W. Albers
|
68
|
Existing Director and Secretary/Treasurer
|
Class II
|
Two Years
|
|
Paul Branagan
|
74
|
Newly Appointed Director
|
Class II
|
Two Years
|
|
Francis J. Read
|
52
|
Newly Appointed Director
|
Class III
|
One Year
|
|
William E. Prince
|
66
|
Newly Appointed Director
|
Class III
|
One Year
|
CLASS I DIRECTOR
(serving three year term expiring at the
2020 annual meeting):
Gary J. Grieco
-- Mr. Grieco was appointed to serve as a Director and as President of Bingham on August 10, 2016. He currently serves as a Director
for Paradigm and from June 2014 to the present he has served as the President of Paradigm and has served as Secretary of that company
since June 2012. He also served as Paradigm’s Chief Financial Officer from June 2012 to June 2014. His responsibilities have
included sales, marketing and testing of the Paradigm technologies and seeking additional technology for the company to license.
He supervises four employees and two outside consultants. In addition, for the past 25 years he has served as President of 3GC,
Ltd. He attended the University of Buffalo and studied securities analysis at the New York Institute of Finance and New York University.
Mr. Grieco’s experience
as a director and officer of Paradigm and his knowledge and experience with the products and operations of Paradigm should assist
our Board with future decisions regarding the development of the Paradigm subsidiary.
CLASS II DIRECTORS
(serving two year terms expiring at the
2019 annual meeting):
Gregory W. Albers
-- Mr. Albers was appointed to fill a vacancy on our Board and to serve as Secretary/Treasurer on April 1, 2016. He is the President
and Chief Executive Officer of Life Insurance Buyers, Inc., a life insurance brokerage. Since 1995 to the present, Mr. Albers has
worked in the viatical and life settlement industry and, based on his experience, he has testified as an expert regarding that
industry’s issues in Kansas legislative committees. Prior to 1995 he worked as an independent life broker and a New England
Life Insurance Company insurance agent. He earned a Bachelor’s degree in Business from Kansas State University.
Mr. Albers experience owning
and operating his insurance business may prove helpful in management of our subsidiary’s operations. Prior to his appointment,
Mr. Albers has not had any related party transactions with the Company or its affiliates and he has no family relationship with
any current executive officer or director of the Company.
Paul Branagan
–is a new director appointee of the Company. From 1993 to the present Mr. Branagan has been the President and Senior Scientist
of Branagan & Associates, Inc. Mr. Branagan is a physicist with over 40 years of experience in a variety of technical ventures
ranging from nuclear weapons development, improving and monitoring civil structural and construction activities to enhanced energy
development for the oil and gas industry. Most of his efforts involved large scale commercialization and Research & Development
(R&D) in advanced technical projects. Mr. Branagan has authored and co-authored numerous papers, articles and presentations
covering a broad range of technical accomplishments. Many involved topical oil and gas R&D activities and their ultimate commercialization.
In addition to being a Distinguished Lecturer he has also served on a numerous symposium committees charged with reviewing, editing
and selecting the most advanced and topical technical articles for presentation. Mr. Branagan graduated from the University of
Las Vegas Nevada with a B.S. in physics.
CLASS III DIRECTORS
(serving one year terms expiring at the
2018 annual meeting):
Francis J. Read
– is a new director appointee of the Company. In 2017, Mr. Read became the Chief Operations Officer for Paradigm Convergence
Technologies Corp., the Company’s wholly-owned operating subsidiary. In 1998, Mr. Read founded and since 2016 has served
as the CEO of CSA Service Solutions, a $44m million field support company specializing in providing support solutions for large
equipment manufacturers. CSA has over 350 employees nationwide with over 270 engineers operating in the Healthcare, Clinical Education,
Life Sciences, Security, and Power Industries. Mr. Read holds a MBA from Tulane University and a BS, electronic Engineering from
DeVry Institute of Technology.
William E. Prince
– is a new director appointee of the Company. Since 2014, Mr. Prince has served as Sr. Vice President Sales & Marketing
for Paradigm Convergence Technologies Corp., the Company’s wholly-owned operating subsidiary. For two years prior to joining
Paradigm, Mr. Prince was an independent consultant in the electro-chemically activated solution industry. From 2003 through 2011,
Mr. Prince was the President, CEO and Chairman of Integrated Environmental Technologies, Ltd, a publicly traded company with its
common stock registered under the 34 Act.
The Amended Bylaws (described in Item 5.03
below) allow for the appointment of up to seven directors. The Board
may appoint up to two additional
Class III directors to fill such vacancies at any time prior to the next annual meeting or at any time there is a vacancy on the
Board.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the
Definitive Information Statement filed on February 27, 2018, a majority of the Registrant’s stockholders consented to amending
and restating the Registrant’s articles of incorporation and bylaws. These amendments were effective as of March 23, 2018.
Amended and Restated Articles
of Incorporation
As part of the amended and restated
articles, the Registrant’s name changed to “PCT LTD”. A copy of the amended and restated articles of incorporation
are attached hereto as Exhibit 3.1.
Amended and Restated Bylaws
A copy of the amended and restated
bylaws are attached hereto as Exhibit 3.2.