theglobe.com, inc. (OTCMKTS:TGLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b), (c) & (d)
As reported on the Information Statement on Schedule 14f-1 (the “Information Statement”) and the Current Report on Form 8-K, each filed by theglobe.com, inc. (the “Company”) with the Securities and Exchange Commission on December 21, 2017, on December 31, 2017, Michael S. Egan and certain of the Company’s other stockholders (each a “Seller” and collectively the “Sellers”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Delfin Midstream LLC, a Delaware limited liability company (the “Purchaser”). to the terms of the Purchase Agreement, the Purchaser agreed to purchase an aggregate of 312,825,952 shares (the “Purchased Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), representing approximately 70.9% of the issued and outstanding shares of the Common Stock, from the Sellers. The closing of the purchase and sale of the Purchased Shares occurred on December 31, 2017 (the “Closing Date”).
In connection with the transactions contemplated by the Purchase Agreement, effective as of the Closing Date, which was at least 10 days following the first mailing of the Information Statement, the then sitting members of the Board of Directors of the Company (the “Board”), Michael S. Egan, Chief Executive Officer and Chairman, Edward A. Cespedes, President, Treasurer and Chief Financial Officer and Director, and Robin S. Lebowitz, Vice President of Finance and Director, resigned from the Board and their respective officer positions with the Company, and William R. (Rusty) Nichols was appointed as Chairman of the Board and President, Chief Executive Officer and Chief Financial Officer of the Company.
Mr. Nichols will serve as a director until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Nichols will serve as Chairman of the Audit Committee and Compensation Committee. The following is a brief description of the background and business experience of Mr. Nichols:
William R. (Rusty) Nichols, 68, has been involved in the civil construction, real estate and oil and gas businesses for 40 years. Mr. Nichols is semi-retired and from 2015 to present has invested in various business enterprises. From 2013 to March 2015, he served as a director of the predecessor entity of Fairwood Peninsula Energy Corporation (“Fairwood”), a midstream LNG company focused on providing critical infrastructure for the floating liquefaction industry. Between 1980 and 2004, Mr. Nichols was responsible for real estate developments in Texas with over $400 million in finished product sales. He was one of the earliest people to be involved in the leasing of properties in the Barnett Shale and was on the Panel of The Fort Worth City responsible for drafting drilling ordinances, with particular emphasis on residential drilling. Between 2001 and 2008, Mr. Nichols was closely involved with XTO Energy Inc. in the drilling and completion of gas wells during the transition from vertical to horizontal fracturing methods. Mr. Nichols is a graduate of the University of Texas at Austin.
Mr. Nichols has been associated with Frederick P. Jones, Chief Executive Officer and President of Fairwood, on Texas-based real estate and oil and gas investments for over 20 years.
Mr. Nichols’ principal business address is c/o Fairwood Peninsula Energy Corporation, 5949 Sherry Lane, Suite 950, Dallas, TX 75225.
Mr. Nichols was not provided with any compensation in connection with his appointment, and will serve in his roles without any compensation. The Company may in the future determine to enter into a compensatory arrangement with Mr. Nichols. Other than as a result of his appointment in connection with the transactions contemplated by the Purchase Agreement, the Company is not aware of any arrangement or understanding between Mr. Nichols and any other person to which he was elected or appointed to his current positions. Neither Mr. Nichols nor any immediate family member of Mr. Nichols has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
The Purchase Agreement and the transactions contemplated thereby did not result in a change in the Company’s status as a “shell company,” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934.
About theglobe.com, inc. (OTCMKTS:TGLO)
theglobe.com, inc. is a shell company with no material operations or assets. The Company was an online community with registered members and users in the United States and abroad. The Company previously operated its computer games print magazine and the associated CGOnline Website, as well as the e-commerce games distribution business of Chips and Bits. The Company has no intent to seek to acquire, or start, any other business. The Company has no revenue.