UNITED STATES

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): March 1, 2020

 

 

BIOHITECH GLOBAL, INC.

  

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-36843 46-2336496
(State of Organization)  (Commission File Number)  (I.R.S. Employer
    Identification No.)

 

80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 845-262-1081

 

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:

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock,

$0.0001 par value per share

BHTG

NASDAQ

Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

   

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

 

Effective March 1, 2020, BioHiTech, Inc. (the “Company”) appointed Tony Fuller, a member of its Board of Directors, as the Company’s Chief Administrative Officer.

 

Tony Fuller, Age 62, Chief Administrative Officer, Director. Mr. Fuller joined BioHiTech as a Director in February 2017. Prior to joining the Board, Mr. Fuller spent nearly thirty years as an executive of Wal-Mart Stores, Inc. (“Walmart”) most recently as Senior Vice President where he served until August 2013. For over 20 years, Mr. Fuller led the teams which provided both property management and maintenance for Walmart’s global portfolio of properties. During that time, Walmart’s portfolio grew from under 1,000 stores in 20 states in the United States, to over 10,000 stores in all fifty states, and 23 countries around the world with capital investment reaching $2 billion per year. Mr. Fuller served as the chairman of the real estate transaction committee and real estate finance committee. Simultaneously therewith and since 2006, Mr. Fuller has been a member of REAP (Real Estate Associate Program), an organization opening opportunities for minorities in commercial real estate and from 2006 to 2014, Mr. Fuller served on its Board. Mr. Fuller has served as a member of the Board of Advisors of Global Healthcare Capital, LLC, a leading healthcare investor and asset manager for opportunities in the US, Europe, Asia and Australia. Mr. Fuller received his BS in Agricultural Economics from Arkansas State University and his JD from the University of Arkansas.

 

The Company and Mr. Fuller agreed Mr. Fuller would serve as Chief Administrative Officer at an annual salary commencing at $50,000 and increasing to $150,000 as of July 1, 2020, a grant of $150,000 of restricted stock units annually, to be issued every six (6) months commencing on the six-month anniversary of Mr. Fullers employment, and be eligible for a performance bonus up to 75% of base annual salary. Mr. Fuller will also receive customary benefits including health, life and disability insurance benefits, and vacation days.

 

In connection with Mr. Fuller’s appointment as Chief Administrative Officer, while he continues as a director of the Company, he will no longer be considered an independent director and will no longer be a member of the Audit Committee or the Chairman of the Nominating and Governance Committee. The audit committee continues to have two independent directors, including its Chairman Robert A. Graham, who is qualified as a Financial Expert. The Nominating and Governance Committee continues to have three independent directors, with Robert Chambers assuming the position of chairman of the committee.

 

On March 5, 2020, the Company issued a press release announcing the appointment of Tony Fuller as Chief Administrative Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Number Description
10.1 Offer of Employment dated February 28, 2020
99.1 Press Release dated March 5, 2020 announcing the appointment of Tony Fuller as Chief Administrative Officer

  

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 9, 2020 BIOHITECH GLOBAL, INC.
       
  By: /s/ Brian C. Essman
    Name: Brian C. Essman
    Title:

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

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