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): April 20, 2010
SSGI,
Inc.
(Exact
name of registrant as specified in its charter)
Florida
(State or
other jurisdiction of incorporation)
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333-160700
(Commission
File Number)
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91-1930691
(IRS
Employer Identification No.)
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8120 Belvedere
Road, Suite 4,
West Palm
Beach, Florida 33411
(Address
of principal executive offices, including zip code)
(561)
333-3600
(Registrant's
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02 Termination of a Material Definitive
Agreement.
On April
20, 2010, that certain Employment Agreement dated April 1, 2007, by and between
Ryan Seddon and Surge Solutions Group, Inc. (“Surge”), as amended, was
terminated. Surge is the wholly-owned operating subsidiary of the
registrant, SSGI, Inc. (the “Company”). This agreement was terminated
in connection and concurrent with Mr. Seddon’s resignation as the Company’s
Chairman of the Board, President and Chief Executive Officer, as more fully
described in Item 5.02 below.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
20, 2010, Mr. Seddon resigned as the Company’s Chairman of the Board, President
and Chief Executive Officer, and as the President and Chief Executive Officer of
Surge. Mr. Seddon also resigned as a director of
Surge. However, Mr. Seddon remains a director of the
Company.
In
connection with Mr. Seddon’s resignations, on April 20, 2010, the Company, Surge
and Mr. Seddon executed and entered into a Modification Agreement which provides
for, among other things, the following: (i) Mr. Seddon surrendered to
the Company for cancellation all of his shares of common stock of the Company,
except for 4,000,000 shares which he retained; (ii) Mr. Seddon forgave all but
$125,000 of the remaining balance of principal and interest due by the Company
or Surge to Mr. Seddon in connection with previous loans made by Mr. Seddon to
the Company and/or Surge (the $125,000 that was not forgiven is now evidenced by
the Company’s promissory note made payable to Mr. Seddon, bearing interest at 5%
per annum and payable in full on December 31, 2011); (iii) the Company and Mr.
Seddon entered into a Consulting Agreement pursuant to which Mr. Seddon will
provide certain transitional consulting services to the Company, on a limited
basis, for 12 months in exchange for a consulting fee equal to $9,333.33 per
month; (iv) the Company granted and issued to Mr. Seddon a Warrant to purchase
500,000 shares of the Company’s common stock exercisable for five years at an
exercise price of $0.60 per share; and (v) the Company agreed to repay certain
credit card indebtedness incurred by Mr. Seddon solely on behalf of the Company
and Surge, and to use its commercially reasonable best efforts to repay all
outstanding indebtedness or other obligations of the Company or Surge, the
payment or performance of which was personally guaranteed by Mr.
Seddon.
On April
20, 2010, Mr. Larry M. Glasscock was elected and appointed as the new President
and Chief Executive Officer of the Company and Surge, to replace Mr.
Seddon. Since September 2009, Mr. Glasscock, who is 53 years
old, has been a restructuring advisor and strategy consultant for Apollo
Couriers, Inc., a Los Angeles-based transportation services provider operating
throughout Southern California. Since November 2008, Mr. Glasscock
has also been the President and Chief Executive Officer of Bettina Corporation,
a Class II gaming company. From February 2003 through December 2008,
Mr. Glasscock was Senior Vice President of AirNet Systems, Inc., a provider
of time-critical air transportation services for small package shippers located
in Columbus, Ohio. Mr. Glasscock received his B.A. from Rhodes
College in 1979.
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 thereunto
duly authorized.
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Dated:
April 26, 2010
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SSGI,
INC.
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(Registrant)
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/s/
Larry M.
Glasscock
_
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Larry
M. Glasscock
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Chief
Executive Officer and President
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(Principal
Executive Officer)
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