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 7, 2006
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2460 Sand Lake Road, Orlando, FL, 32809
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (407) 251-2240
2462 Sand Lake Road, Orlando, FL, 32809
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with Michael Crosbie's appointment as Corporate General
Counsel, Executive Vice President and Secretary of the Company (as described in
greater detail below under "Item 5.02"). Mr. Crosbie was granted 100,000
warrants to purchase shares of the Company's common stock at an exercise price
of $1.02 per share. One half of the warrants, or 50,000 vested on March 15, 2006
with the remaining warrants vesting 25,000 on March 15, 2007 and March 15,
2008, assuming he is still employed by the Company on those dates. The Company
will rely on the exemption from registration set forth in Section 4(2) of the
Act in issuing these warrants as the issuance of these securities will not
involve a public offering, the recipient acquired the warrants for investment
purposes and the Company will take appropriate measures to restrict transfer. No
underwriters or agents were involved in the foregoing issuances and no
underwriting discounts were paid by the Company.
In connection with Jeff Scott's appointment as President of Hickory (as
described in greater detail below under "Item 5.02"), the Company agreed to
grant him warrants to purchase 100,000 shares of the Company's common stock. The
warrants have an exercise price of $5.00 per share. One half, or 50,000 of Mr.
Scott's warrants vested on March 2, 2006, with the remaining 50,000 warrants
vesting as follows, 25,000 warrants on March 2, 2007 and the remaining 25,000
warrants on March 2, 2008, assuming Mr. Scott is still employed by the Company
on those dates. The Company will rely on the exemption from registration set
forth in Section 4(2) of the Act in issuing these warrants as the issuance of
these securities will not involve a public offering, the recipient acquired the
warrants for investment purposes and the Company will take appropriate measures
to restrict transfer. No underwriters or agents were involved in the foregoing
issuances and no underwriting discounts were paid by the Company.
ITEM 5.02 DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 7, 2006, at a Special Telephonic Meeting of the Board of Directors
of American Leisure Holdings, Inc. (the "Meeting" and the "Company"), Michael
Crosbie was nominated to serve as the Company's Corporate General Counsel,
Executive Vice President and Secretary, which nomination was approved by the
unanimous consent of the Directors present at the Meeting. Mr. Crosbie's
appointment to his offices was effective as of March 15, 2006. In connection
with Mr. Crosbie's appointment as Secretary of the Company, Frederick Pauzar,
the Company's former Secretary resigned effective March 15, 2006.
It is anticipated that Mr. Crosbie will be employed under an Employment
Agreement which the Company is currently in the process of finalizing.
Additionally at the Meeting, the Board of Directors nominated Malcolm J.
Wright, the Company's Chief Executive Officer and then President and Director as
Chairman of the Company's Board of Directors, and Mr. Wright's nomination was
approved by the Directors present at the Meeting, with Mr. Wright abstaining
from the vote. Mr. Wright replaces William Chiles, who stepped down as Chairman
of the Board of Directors, but will continue to serve as a Director of the
Company.
At the Meeting, the Board of Directors also nominated Frederick Pauzar, the
Company's Chief Operating Officer and a Director of the Company to serve as the
Company's President, which nomination was approved by the Directors present at
the Meeting, with Mr. Pauzar abstaining from the vote. As a result of Mr.
Pauzar's appointment, Mr. Wright will no longer serve as the Company's
President, but will continue to serve as the Company's Chief Executive Officer
and Chairman of the Board of Directors.
Finally, the Directors who attended the Meeting, voted to appoint Jeffrey
Scott as the President of the Company's 50.1% owned subsidiary, Hickory Travel
Systems, Inc. ("Hickory") and to reconfirm William Chiles, also a Director of
the Company, as the Chief Executive Officer of Hickory. Mr. Scott began serving
as President of Hickory effective March 2, 2006.
Biographical Information
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MICHAEL CROSBIE, age 37
Mr. Crosbie previously served as a Partner with Foley & Lardner, a Law Firm in
Orlando, Florida from February 2004 until March 2006. From February 2002 until
January 2004, Mr. Crosbie served as senior counsel with Foley & Lardner and from
September 1998 until January 2002, he served as an associate with Foley &
Lardner. Prior to joining Foley & Lardner, Mr. Crosbie served as a law clerk
for United States District Judge Steven D. Merryday in Tampa, Florida, from June
1997 until August 1998. From August 1995 until May 1997, he was employed as an
associate attorney with Rumberger, Kirk & Caldwell, in Orlando, Florida. Mr.
Crosbie obtained his bachelors degree from the University of Central Florida in
Political Science in 1992 and obtained his Juris Doctorate from the University
of Florida in 1995. Mr. Crosbie is a member of The Florida Bar, the Supreme
Court of Florida, the United States District Court for the Middle District of
Florida, the United States Court of Appeals for the Ninth and Eleventh Circuits
and is also a member of the Federalist Society.
JEFFREY SCOTT, age 49
Mr. Scott served as General Manager of Thor, Inc, a Cendant company. a travel
services company, from November 2002 until March 2006. From August 2002 until
November 2002, he served as Vice President of Sales and Client Services for
Thor, Inc. From June 1990 to March 2001, he served in various positions with
Worldspan L.P, including serving as Director of Customer Operations from April
1996 to March 2001; serving as Manager in the Sales and Marking Department from
April 1994 to April 1996; and serving as a Regional Sales Manager of Zone
Manager from June 1990 until April 1994. Mr. Scott obtained a Bachelor of
Science degree in Management from National Louis University, in Atlanta, Georgia
in June 2001.
Neither Mr. Scott nor Mr. Crosbie currently have employment agreements with the
Company. It is anticipated that Mr. Scott will be paid approximately $150,000
per year as President of Hickory. It is anticipated that Mr. Crosbie will be
paid approximately $170,000 per year, plus a car allowance equal to
approximately 5% of his salary, for the services to the Company as Corporate
General Counsel and Executive Vice President.
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SIGNATURES
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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 hereunto duly authorized.
AMERICAN LEISURE HOLDINGS, INC.
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By: /s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Officer
Dated: March 22, 2006