globalres_8k-070209.htm
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): July 6, 2009
Global
Resource Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-50944
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84-1565820
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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1000
Atrium Way, Suite 100
Mount
Laurel, New Jersey 08054
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (856) 767-5665
________________________________________
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company 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.
Effective
on July 6, 2009, Global Resource Corporation (the “Company”) terminated the
employment of Eric Swain, its Chief Executive Officer, and removed him from the
Company’s Board of Directors (the “Board”) for cause. Mr. Swain was
not serving on any committee of the Board.
The
Company’s Board determined that it had cause to terminate Mr. Swain and remove
him from the Board for various reasons, including, among others: (i) failure to
distinguish between Company and personal interests; and (ii) lack of, or
inadequate, understanding, professionalism, competence and business judgment in
his personal conduct and communications with Company stakeholders (i.e.,
stockholders, the Board, media and external consultants) after repeated
notification from the Board of Directors.
The
Company is providing Mr. Swain with the opportunity to furnish the Company as
promptly as possible a letter addressed to the Company stating whether he agrees
with the foregoing statements made by the Company under this Item 5.02 and, if
not, stating the respects in which he does not agree. The Company
will file any such letter received by it from Mr. Swain as an exhibit by an
amendment to this Form 8-K within two business days after receipt by the
Company.
Upon Mr.
Swain’s removal, effective July 6, 2009, the Board appointed Peter A.
Worthington, a current director of the Company and its Interim Chairman of the
Board, to the position of Chief Executive Officer. Compensation
for Mr. Worthington serving in the Chief Executive Officer capacity has not
yet been determined.
Mr.
Worthington is 56 years old and has been a director of the Company since August
13, 2008. From February 2008 to the present Mr. Worthington has been
self-employed as a consultant in the oil and gas industry. From January 2004
through December 2007 Mr. Worthington was Vice President-Global Business
Development (Petroleum) for BHP Billiton, plc, a natural resources extraction
and development company with world-wide operations in more than 25 countries and
employing more than 38,000 persons. From January 2002 through December 2004, Mr.
Worthington was Vice President-Algeria Assets (Petroleum) with BHP Billiton.
During his career Mr. Worthington also served as a director or officer of
various BHP wholly-owned subsidiaries. Mr. Worthington graduated from Australian
National University in 1975 with a Bachelor of Laws degree and a Bachelor of
Economics degree.
There are
no family relationships between Mr. Worthington and any of the other executive
officers and directors of the Company.
Mr.
Worthington also owns LP (Origination) Limited (“LP”), a company incorporated in
the United Kingdom. On October 1, 2008, the Company and LP entered
into a consulting agreement with an effective date of August 1, 2008, pursuant
to which LP agreed to perform management advisory and strategic planning
services for a term ending on February 1, 2009, in return for a payment of
$90,000 and the issuance of 100,000 shares of the Company’s common stock valued
at $149,000 using the average of the closing bid and ask price of our common
stock on that day as reported by the Pink Sheets. On September 30, 2008, we paid
$50,000 to LP with the remaining $40,000 payment paid in November
2008.
On May
11, 2009, the Company entered into another Consulting Agreement with LP with an
effective date of April 7, 2009, pursuant to which LP agreed to perform
management advisory, strategic planning and other consulting services as the
Company may request from time to time for a term ending on April 6, 2010, in
return for (i) a payment of $100,000 conditioned upon and to be paid after the
consummation of a specified amount of sales have been made that exploits the
Company’s patent pending microwave technologies and for which LP had some
significant involvement as set forth in the Consulting Agreement and (ii) the
immediate entitlement to and subsequent issuance of 300,000 shares of the
Company’s Common Stock, which shares were ultimately issued on May 12,
2009. The latest Consulting Agreement may be renewed by either party
for an additional one year term by notice not less than 30 days before
expiration upon mutually acceptable terms and conditions.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Global
Resource Corporation
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Dated:
July 10, 2009
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By:
/s/ Peter A.
Worthington
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Peter
A. Worthington
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Chief
Executive Officer and
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Interim
Chairman of the
Board
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