- Current report filing (8-K)
December 29 2008 - 6:05AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): December 29, 2008 (December 19, 2008)
______________
NATIONAL
LAMPOON, INC.
(Exact
name of registrant as specified in Charter)
Delaware
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0-15284
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95-4053296
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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8228 Sunset Boulevard
Los Angeles, California 90046
(Address of Principal Executive Offices)
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310-474-5252
(Issuer
Telephone number
)
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).
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
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; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 19, 2008 Paul Skjodt resigned as a director. Mr. Skjodt’s
resignation was not as a result of a disagreement with the registrant on
any matter relating to its operations, policies or practices. Mr.
Skjodt did not serve on any committee of the board of directors.
On December 22, 2008 David Tornek was appointed to fill the vacancy
created by Mr. Skjodt’s resignation.
Mr. Tornek graduated from Metropolitan State College in Denver, Colorado
in 1983 with a bachelor of science degree in accounting and the
following year he was licensed as a CPA in Colorado. During college he
worked for Cohen and Cohen, a Denver accounting firm, doing basic
accounting and audit support. In 1985, Mr. Tornek joined the accounting
firm of Smith, Brooks and Bolshoun, which specialized in providing
accounting services to clients in the hospitality and construction
industries, where he continued doing auditing, tax, and business
accounting as the accounting manager. Mr. Tornek remained with Smith,
Brooks and Bolshoun until 1991, when he joined Century Management Group,
a privately owned company that owned and managed restaurants and
nightclubs as well as real estate holdings, as its chief financial
officer. In 1995 he became a partner of Century Management Group and
also became its chief operating officer in addition to continuing to
provide services as its chief financial officer.
Century Management Group expanded to Florida in 2000 and Mr. Tornek
managed the company’s operations in Colorado and in Florida. In 2000
Mr. Tornek also opened his first restaurant, Touch Restaurant, in Miami
Beach, Florida. Mr. Tornek left Century Management Group in 2004 and in
2005 started Touch Catering with his partner, Sean Brasel. In 2007 Mr.
Tornek successfully launched his second catering business, Kosher Touch
Catering. In November, 2008 Mr. Tornek launched his second restaurant
in Miami Beach called Meat Market Steakhouse.
Mr. Tornek was appointed in accordance with the terms of a Voting
Agreement dated May 17, 2002. The parties to the Voting Agreement are
James P. Jimirro and a group of investors that include Daniel S. Laikin,
Timothy S. Durham and Mr. Skjodt. The Voting Agreement will terminate
on the last to occur of the following: (i) 13 months following the date
of Mr. Jimirro’s separation from service, which occurred on January 28,
2005 or (ii) the date as of which Mr. Jimirro personally first ceases to
own beneficially (whether by reason of his death or otherwise) at least
100,000 shares of our common stock. Until the Voting Agreement is
terminated, as of January 28, 2005 Mr. Jimirro is entitled to nominate
three directors to the board of directors and Mr. Laikin is entitled to
nominate four directors. The Voting Agreement requires that any vacancy
created by the death, resignation or removal of any of the directors
will be filled by a nominee made by the person or group of persons
entitled to nominate the director who died, resigned or was removed.
Mr. Tornek is not expected to be named to any committee of the board of
directors.
Mr. Tornek does not have a direct or indirect material interest in any
transaction or any proposed transaction with us in which the amount
involved exceeds the lesser of $120,000 or 1% of the average of our
total assets at July 31, 2008 or July 31, 2007 nor have we entered into
any material plan, contract or agreement with Mr. Tornek.
Item
9.01 Financial Statements and Exhibits.
Exhibit 99 Press Release
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 26, 2008
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NATIONAL LAMPOON, INC.
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By:
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/s/ Timothy S. Durham
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Timothy S. Durham, Chief Executive Officer
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