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): December 8, 2005
Airtrax, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 0-25791 22-3506376
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Freeway Drive Unit One, Blackwood, NJ 08012
(Address of principal executive offices and Zip Code)
(856) 232-3000
Copies to:
Richard A. Friedman
Eric A. Pinero, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On December 8, 2005, our Board of Directors appointed Nicholas E. Fenelli as our
Chief Operations Officer, John W. Poling as our Chief Financial Officer and
Andrew G. Guzzetti as a director, each to become effective within 5 days after
the Securities and Exchange Commission declares effective our registration
statement on Form SB-2 filed on February 11, 2005, as amended. There are no
understandings or arrangements between Messrs. Fenelli, Poling and Guzzetti and
any other person pursuant to which Messrs. Fenelli, Poling and Guzzetti were
selected as executive officers and a director, respectively. Mr. Guzzetti
presently does not serve on any committee of our Board of Directors. Mr.
Guzzetti may be appointed to serve as a member of a committee although there are
no current plans to appoint him to a committee as of the date hereof. Messrs.
Fenelli, Poling and Guzzetti do not have any family relationship with any
director, executive officer or person nominated or chosen by us to become a
director or executive officer.
Nicholas E. Fenelli has been with our company since 2001 serving first as
Project Engineer, and as Vice President of Concept Development. From 1996 to
1998, Mr. Fenelli served as Project Engineer of NACCO Materials Handling Group,
Inc, where his work included the ergonomic improvement project for the
Hyster/Yale order picker trucks, and work on the development of the three
wheeled sit down rider truck. From 1990 to 1995, Mr. Fenelli was Plant Manager
for Cammerzell Machinery Company, a manufacturer of powder compaction and
robotic conveying equipment for the Ceramic, Refractory, and Pharmaceutical
industries. Between 1998 and 2002 Mr. Fenelli served as Treasurer and as a
member of the Board of Directors of the Engineers Club of Trenton. He received a
BS in Mechanical Engineering from Lehigh University in 1978.
From November 2002 to the present, John W. Poling has served as a partner at
Tatum Partners, LLC, a national professional services firm specializing in
financial and information technology leadership practices that serve
organizations undergoing significant change. From August 2003 to the present,
Mr. Poling has served as a director, Chairman of the Audit Committee and member
of the Compensation Committee of Kreisler Manufacturing Corp. (NASDAQ: KRSL).
From 2002 to the present, Mr. Poling has served as a director, Chairman of the
Audit Committee and member of the Compensation Committee of SystemOne
Technology, Inc. (NASDAQ: STEK). From March 1999 to November 2002, Mr. Poling
served as the Chief Financial Officer of U.S. Plastic Lumber Corp., a NASDAQ
company specializing in manufacturing of plastic lumber and other profiles from
recycled plastic material. Here, Mr. Poling organized corporate development
activities, credit facilities, acquisitions and other debt and equity offerings
and was responsible for all financial and SEC reporting, taxes, auditing and
treasury and cash management. Mr. Poling received a BS in Accounting from
Rutgers University in 1972.
From September 2004 to the present, Andrew G. Guzzetti has served as Managing
Director of the Private Client Group of McGinn Smith and Co., Inc., an
investment banking and retail brokerage firm, where he is responsible for
building the wealth management private client group through recruitment and
training. From February 2004 through September 2004, Mr. Guzzetti served as
Managing Director of the Private Client Division of The Keystone Equities Group
in which he was responsible for building the retail brokerage arm of this
company. From February 2002 through February 2004, Mr. Guzzetti was a private
investor consultant in which he assisted start-up public and private companies
in raising funds. From November 1995 through February 2002, Mr. Guzzetti served
as Senior Vice President and Branch Manager of Salomon Smith Barney where he was
responsible for increasing the financial consultant population through
recruitment and training. Mr. Guzzetti received his BA in Economics from Utica
College in 1969.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
None.
SIGNATURES
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.
Airtrax, Inc.
Date: December 13, 2005 /s/ Peter Amico
---------------
Peter Amico
Chief Executive Officer