International Star, Inc.
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): August 13, 2007
International
Star, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
|
000-28861
|
86-0876846
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1818
Marshall Street
Shreveport,
Louisiana 71101
318-464-8687
(Address
and telephone number of principal executive offices and place of
business)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d-2(b))
o 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.
Resignation
of Directors and Executive Officer
On
August
13, we were notified by our directors John E. Tuma and Robert M. Glover that
they were resigning as directors of our Company effective August 10, 2007 and
August 14, 2007, respectively. Messrs. Tuma’s and Glover’s resignation letters
were dated August 9, 2007 and August 10, 2007, respectively, but we did not
receive them until August 14, 2007. Copies of the resignation letters from
Messrs Tuma and Glover are attached to this Current Report as Exhibits 99.1
and
99.2, respectively.
Messrs.
Tuma and Glover were not serving on any committee of our Board of Directors
at
the time they tendered their resignations.
On
August
16, 2007, we were notified by our Acting Treasurer/Chief Financial Officer
Joseph E. Therrell, Jr. that he was resigning as the Acting Treasurer/Chief
Financial Officer of our Company effective immediately. Mr. Therrell’s letter of
resignation was dated August 7, 2007, but it was not received by us until August
16, 2007. A copy of the resignation letter is attached to this Current Report
as
Exhibit 99.3.
The
resignations of Messrs. Tuma, Glover and Therrell were not due to any
disagreements with our management on any matter relating to the operations,
policies or practices of our Company.
Appointment
of Executive Officers
As
previously reported on the Current Report on Form 8-K, filed with the SEC on
August 1, 2007, Joseph E. Therrell, Jr. resigned as our Acting President and
director of our Company.
On
August
16, 2007, our Board of Directors appointed Virginia Shehee as our Acting
President and Jacqulyn Wine as our Acting Treasurer/Chief Financial Officer
until successors are selected by the Board of Directors.
Biographical
Information
Ms.
VirginiaShehee currently serves as the Chairman of our
Board of Directors, a position she has held since January 2005. Mr. Shehee
concurrently serves as the President and Chief Executive Officer of Kilpatrick
Life Insurance Company, a major shareholder of our Company, and Kilpatrick’s
Rose-Neath Funeral Homes and Cemeteries, Inc. Ms. Shehee has served as the
President and Chief Executive Officer of Kilpatrick Life Insurance Company
and
Kilpatrick’s Rose-Neath Funeral Homes, Crematorium and Cemeteries, Inc. since
October 1971. She oversees all operations of Kilpatrick Life Insurance Company
and Kilpatrick’s Rose-Neath Funeral Homes, Crematorium and Cemeteries, Inc. Ms.
Shehee is a former State Senator of Louisiana
and has served on the Forum 500 Board of Governors and on the Committee on
Committees of the American Council of Life Insurance (ACLI). She has also served
on the Board of Directors and on the Taxation Steering Committee of the ACLI.
In
addition, Ms. Shehee is Chairman Emeritus of the Biomedical Research Foundation
of Northwest Louisiana, for which she has previously served as the President
and
Chairman of its board of directors. Ms. Shehee is a director of the Louisiana
Insurers’ Conference and has previously served in various executive capacities
for the Life Insurers Conference. She is the chairman of the Louisiana Life
& Health Insurance Guaranty Association and a member of the National
Organization of Life and Health Insurance Guaranty Association.
Ms.
Jacqulyn Wine
has
served as our Acting Secretary since January 16, 2007. Ms. Wine became our
director on July 20, 2007. Ms. Wine is also the Assistant Secretary/Treasurer
for Kilpatrick Life Insurance Company, a major shareholder of our Company.
Ms.
Wine commenced working at Kilpatrick Life Insurance Company as Executive
Assistant to the President in 1990. Ms. Wine was elected Assistant Secretary
and
Assistant Treasurer of Kilpatrick Life Insurance Company in March, 1995. From
February, 1979 to September 1990, Ms. Wine concurrently served as Corporate
Secretary of two related companies, McConathy Oil & Gas Company and
McConathy Production, Inc.
Related
Party Transactions
Since
the
beginning of our last fiscal year, we have not engaged in any transactions
and
are not party to any proposed transactions in which Ms. Shehee or Ms. Wine
had
or is to have a direct or indirect material interest, other than the
following:
The
Kilpatrick Life Insurance Company, a major shareholder of our company, employs
Ms. Shehee as its President and Chief Executive Officer and Ms. Wine as its
Assistant Secretary/Treasurer. Ms. Shehee may also be deemed the beneficial
owner of over 50% of the outstanding shares of Kilpatrick Life Insurance Company
due to the voting power she has obtained pursuant to a voting agreement. As
we
have previously disclosed, on October 28, 2003, we received a loan from the
Kilpatrick Life Insurance Company of $250,000 pursuant to a promissory note,
carrying an interest rate of 6% per annum, with interest payable in quarterly
installments with the first quarterly interest payment due on April 28, 2004.
This note came due and payable in full on October 28, 2006 and was secured
by a
mortgage of a 25% mineral interest in our 1,280 acre Detrital Wash Mining Claims
in Mohave County, Arizona. On October 30, 2006, Kilpatrick Life Insurance
Company converted the outstanding loan of $250,000 and interest due in the
amount of $28,875.25, into shares of our common stock at a rate of $0.015 per
share for a total of 18,591,682 shares.
In
August
2006, Ms. Shehee and Ms. Wine exercised warrants to purchase shares of our
common stock at an exercise price of $.01 per share, receiving respectively
1,000,000 shares and 50,000 shares for respective payments of $10,000 and
$500.
Executive
Compensation and Employment Agreement
We
currently do not have any written or oral employment agreements with Ms. Shehee
to serve as our Acting President or with Ms. Wine to serve as our Acting
Treasurer/Chief Financial Officer, nor have any terms of compensation for their
services been approved.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
No.
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|
Description
|
| |
|
|
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17.1
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Letter
of Resignation of J. E. Tuma dated August 9, 2007
|
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17.2
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Letter
of Resignation of Robert M. Glover dated August 10,
2007
|
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17.3
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Letter
of Resignation of Joseph E. Therrell, Jr. dated August 7,
2007
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SIGNATURES:
Pursuant
to the requirement of the Securities Exchange Act of 1934 the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
International
Star, Inc.
By:
/S/
Virginia
Shehee
Virginia
Shehee, Acting President
Dated: August
16, 2007
3