- Amended Annual Report (10-K/A)
24 Abril 2009 - 2:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
Commission File No. 000-50983
SkyPostal Networks, Inc.
(Exact name of registrant as specified in its
charter)
NEVADA
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27-0005846
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7805 NW 15th Street
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Miami, Florida
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33126
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(Address of principal executive offices)
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(Zip Code)
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(305) 599-1812
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Act:
None
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes
o
No
x
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filed, a non-accelerated filer or
a smaller reporting company as defined in Rule 12b-2 of the Exchange Act.
Large accelerated file
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
As of MARCH 15, 2009, the number of
outstanding shares of common stock, $0.001 par value per share, of the
registrant was 65,999,664.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A to Sky Postal Networks, Inc.s
Annual Report on Form 10-K for the period ended December 31, 2008,
initially filed with the Securities and Exchange Commission on March 31,
2009, is being filed to include:
1.
The complete disclosures required by ITEM 11
This
Form 10-K/A does not reflect any events that occurred after the date of
our original Form 10-K. All financial results and statements
previously reported in the March 31, 2009 Form 10-K remain unchanged.
As
required by Rule 12b-15 of the Exchange Act, new certifications by our
principal executive officer and principal financial officer are filed as
exhibits to this Form 10-K/A.
ITEM 11. EXECUTIVE
COMPENSATION
Compensation of Executive Officers
The following summary compensation table sets forth information
concerning the total cash and non-cash compensation paid to or accrued for each
person who served as an executive officer of our company or our subsidiaries
and certain other individuals whose total compensation exceeded $100,000 for
the fiscal year ended December 31, 2008 (collectively, the Named
Executive Officers).
Name and Principal Position
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Salary
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Bonus
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Stock Awards
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Option
Awards
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All Other
Compensation
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Total
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Albert P. Hernandez
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Chief Executive Officer and Chairman
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$
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198,338
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$
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$
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430,696
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$
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$
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$
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629,034
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A.J. Hernandez
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Chief Operating and Chief Financial Officer
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159,339
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391,121
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550,460
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Clement Harary (a)
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Former Chief Financial Officer
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109,138
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50,000
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159,138
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Michael Knorr (a)
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Former Executive Vice President
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127,138
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50,000
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177,138
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Andres Hernandez
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Dirctor of Operations
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74,137
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48,839
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122,976
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Chris Weber (b)
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$
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102,000
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$
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$
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$
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$
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$
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102,000
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(a) Resigned December 2008
(b) Stock awards to Mr. Weber were in his capacity as a
Director of the Company as described below.
Andres Hernandez is the son of Albert Hernandez and the brother of A.J.
Hernandez.
Employment Agreements
Albert P. Hernandez
1
On August 1, 2006, the Company entered into an employment
agreement with Mr. Albert Hernandez, the Chief Executive Officer. His
employment agreement has an initial term of five years from the effective date.
Mr. Hernandez currently receives a base salary of $200,000, subject to
annual increases at the discretion of the Board of Directors, and an annual
performance bonus equal to 3 percent of pre-tax income, such annual bonus not
to exceed $500,000. During the period of employment, Mr. Hernandez will
also be entitled to additional benefits, including reimbursement of business
expenses, paid vacation, an automobile allowance, a telephone allowance, life
insurance and participation in other company benefit plans or programs that may
be available to other executives or employees of our company. The agreement
acknowledges that Mr. Hernandez is the owner of the GPS Based PDA
Algorithm Process.
A.J. Hernandez
On August 1, 2006, the Company entered into an employment
agreement with Mr. A.J. Hernandez, the Chief Financial and Chief Operating
Officer. His employment agreement has an initial term of five years from the
effective date. Mr. Hernandez currently receives a base salary of
$175,000, subject to annual increases at the discretion of the Board of
Directors, and an annual performance bonus equal to 1 percent of pre-tax
income. During the period of employment, Mr. Hernandez will also be
entitled to additional benefits, including reimbursement of business expenses,
paid vacation, an automobile allowance, a telephone allowance and participation
in other company benefit plans or programs that may be available to other
executives or employees of our company.
In November 2008 Albert and AJ Hernandez agreed to defer 35 and 30
percent of their salaries until such time as the Companys cash flow permits
the payment of their full salaries in cash.
Mssrs. Hernandez do not have any options or shares with accelerated
vesting in the event of a change in control.
In connection with the Securities Exchange of April 15, 2008
Mssrs. Hernandez agreed to exchange all of their stock options and unpaid
salary and benefits (through March 31, 2008) due under their employment
agreements for vested shares of common stock valued at $.245 per share, as
shown below.
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Exchanged
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Common Shares
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Unpaid Salary
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Benefits
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Options
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Received
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Value
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Albert Hernandez
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$
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166,667
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$
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14,000
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2,311,440
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1,757,943
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$
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430,696
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A.J. Hernandez
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125,000
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20,000
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2,226,154
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1,596,410
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391,121
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Total
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$
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291,667
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$
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34,000
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4,537,594
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3,354,353
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$
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821,817
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2
Under the employment agreement dated August 1, 2006 between the
Company and Mr. Albert Hernandez, Mr. Albert Hernandez may receive
upon termination of employment without cause following a change of control a
lump sum payment equal to the greater of: (1) the balance of his salary
for the remainder of the existing term of his employment agreement or (2) 150
percent of his annual salary as then in effect. He is also entitled to receive
the benefits covered in the agreements for two years following such
termination. Under the employment agreement dated August 1, 2006 between the
Company and Mr. A.J. Hernandez, Mr. A.J. Hernandez may receive upon
termination of employment without cause following a change of control a lump
sum payment equal to 100 percent of his salary, bonus and benefits for the year
preceding the termination. Assuming that the triggering event in question
occurred on December 31, 2008, the estimated payments are shown below.
Executive
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Salary
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Benefits
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Total
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Albert P. Hernandez
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$
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516,667
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$
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139,367
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$
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656,033
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A.J. Hernandez
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$
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175,000
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$
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29,237
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$
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204,237
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Director Compensation
The four non-employee directors and Mr. Weber received no cash
compensation for their board services to the Company in 2008 but are entitled
to expense reimbursement for reasonable expenses incurred to attend board
meetings. In 2008 these five directors were each granted 135,000 shares of
common stock with monthly vesting over a two year period from the date of
grant. At the time of grant a share was valued at $1.29 or $870,750 in total
and this amount is being expensed over the two year vesting period. Additional
required disclosures with respect to Directors compensation are shown below.
Director
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Fees
earned or
paid in
cash
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Stock awards
(b)
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Option
awards
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Non-equity
incentive plan
compensation
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Change in
pension value
and
nonqualified
deferred
compensation
earnings
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All other
compensation
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Total
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Albert P. Hernandez (a)
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$
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$
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$
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$
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$
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$
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$
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A.J. Hernandez (a)
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Christian J. Weber (a)
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174,150
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174,150
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Mathijs van Houweninge
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174,150
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174,150
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S. David Fineman
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174,150
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174,150
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Florian M. Schuhbauer
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174,150
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174,150
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Jose Misrahi
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$
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$
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174,150
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$
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$
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$
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$
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$
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174,150
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(a) solely in their
capacity as a Director
(b) subject to vesting
3
PART IV
ITEM 15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
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32.1
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Certification under Section 906 of the Sarbanes-Oxley Act (18
U.S.C. Section 1350)
|
4
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SkyPostal
Networks, Inc.
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Date:April
24, 2009
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/s/
Albert Hernandez
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Albert
Hernandez
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Chief
Executive Officer and President
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Date:April
24, 2009
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/s/
A J Hernandez
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A
J Hernandez
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Chief
Financial Officer
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5
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