Item 1.01 Amendment of Material Definitive Agreement.
Qest Consulting Group, Inc., a Colorado corporation and the Registrant's
"parent", as that term is defined in Rule 405 of Commission Regulation C
("Qest") acts as the Registrant's strategic consultant pursuant to a retainer
and consulting agreement entered into on October 20, 2020, a copy of which was
filed in a report of current event on Form 8-K with the Commission on October
26, 2020 (the "Puget-Qest Consulting Agreement").
In order to avoid potential conflicts of interest when Qest introduces an
acquisition candidate to the Registrant, the Puget-Qest Consulting Agreement was
amended on November 5, 2021, so that in the event the Registrant enters into an
acquisition agreement with any person or entity party to a consulting agreement
with Qest, such agreement will be merged into the Puget-Qest Consulting
Agreement. In that case, the Registrant will assume all obligations owed by Qest
to such entity and Qest will relinquish its right to all compensation under such
agreement but the Registrant will issue securities equal to 10% of those issued
to the acquired entity to Qest as consideration for relinquishing its rights to
compensation under the consulting agreement with the acquired entity.
Thereafter, services rendered for the benefit of the acquired entity by Qest
will be rendered through the Puget-Qest Consulting Agreement. Section 1.4(A)(1)
of the Puget-Qest Consulting Agreement was also amended to reflect that Qest
will still be providing services to the acquired entity, albeit through the
Puget-Qest Consulting Agreement, by providing that the current $10,000 monthly
retainer payable by Puget to Qest during the original term of the Puget-Qest
Consulting Agreement will be increased by $2,000 per subsidiary acquired or
formed by the Registrant, whether or not through Qest. During any renewals, the
additional monthly sum would be $1,000 per additional subsidiary. Finally, the
Registrant and Qest acknowledged that because of interlocking directorates and
shared officers, conflicts of interest difficult to resolve seemed probable and
therefore, the Registrant agreed to accelerate its efforts to promptly recruit,
elect and retain qualified personnel to replace Messrs. Hermann Burckhardt and
Thomas Jaspers, both of whom are currently officers and directors of both Qest
and the Registrant. Messrs. Hermann Burckhardt and Thomas Jaspers would
nonetheless continue to make their services available to the Registrant through
the Puget-Qest Consulting Agreement, as amended.
A copy of the foregoing amendment is filed as exhibit 10.01 to this report of
current event and the foregoing disclosure is qualified in its entirety by
reference thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Karen Lynn Fordham as member of the Registrant's Board of Directors.
As previously reported, at the 2021 annual meeting of the Registrant's
shareholders held on June 7, 2021, the shareholders ratified the recommendation
that the Registrant's board of directors be expanded to nine or more members, at
least three of whom should be independent so that audit, nominating and
compensation committees could be implemented as envisioned by the Registrant's
articles of incorporation and bylaws. Based on the foregoing, at a special
meeting of the Registrant's board of directors held on November 6, 2021, Karen
Lynn Fordham, the Registrant's president and chief executive officer, whose
biography and compensation were disclosed in a current report on Form 8-K filed
with the Commission on August 25, 2021, was elected as a member of the board of
directors.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 2 of 5
(excluding exhibits).
Recruitment of Additional Members of the Registrant's Board of Directors.
The Registrant has recruited Professor John (Jay) Shiver of George Mason
University and former Florida State Senator Nancy Detert to serve on its board
of directors, their terms to start at such time as a policy of officers and
directors liability is in place following closing on the Registrant's currently
pending offering of $20,000,000 in shares of its Class B Convertible Preferred
Stock in reliance on Rule 506(b) of Commission Regulation D. Mr. Shiver and Ms.
Detert will serve as independent directors and pursuant to the terms of their
agreements with the Registrant entered into on November 4, and November 6, 2021,
respectively. Each will receive $60,000 per annum plus participation in Puget's
qualified incentive stock option program with specific amounts of stock to be
determined by the compensation committee of the board of directors after
election of sufficient independent directors to staff it. Ms. Detert has elected
to receive half of her $60,000 annual compensation in cash and the balance in
restricted shares of the Registrant's common stock, valued as of the closing
transaction price on the last trading day of each month. The agreements with Mr.
Shiver and Ms. Detert were ratified, confirmed and adopted at the meeting of the
board of directors held on November 6, 2021 and they were elected as members but
will not assume their offices until an officers' and directors' liability
insurance policy is in place. Copies of the Registrant's agreements with Mr.
Shiver and Ms. Detert are filed as exhibit 10.02 and 10.03 respectively and the
foregoing disclosure is qualified in its entirety by reference thereto.
Biographical information:
Professor Shiver:
John (Jay) Shiver, MHA, age 75, is an assistant professor and the Undergraduate
Coordinator of Health Administration and Policy at George Mason University where
he teaches in the graduate and undergraduate programs. Mr. Shiver is a seasoned
healthcare executive and thought leader, consultant, and healthcare operations
manager with more than 30 years of experience in hospital administration,
physician practice management and management consulting. As a consultant he has
assisted healthcare organizations and medical universities across the country.
He has advised health system leaders, boards of trustees, physicians and medical
school leaders on a broad range of issues including strategic planning, mergers
and acquisitions, new venture development, strategic alliances, organizational
development, conflict resolution, clinical service line development and
ambulatory care strategies. Prior to his management consulting career, Mr.
Shiver had fifteen years of hospital operations experience with teaching
facilities of up to 970 beds. He also served as the chief executive officer of a
160 physician group practice and physician billing company. Mr. Shiver has
served as faculty for the American College of Healthcare Executives, the
American Academy of Medical Administrators and lectures nationally. He publishes
regularly, has edited numerous texts and newsletters, hosted healthcare internet
sites and hosted a television show. He has served as Past President of National
Capital Healthcare Executives, Past Board Member of Kiwanis of Washington, DC,
and the United Way of Arlington County. His publications include the following
books Managing Integrated Health Systems. Optimizing Emergency Department
Throughput, Operations Management, Solutions for Health Care Decision Makers,
Freestanding Emergency Centers, a Guide to Planning, Organization and
Management, as well as the chapter "Building a Successful Leadership Team" in
the book: New Leadership for Today's Health Care Professionals, and, the working
paper "Risk Analysis for Unauthorized Disclosure of Patient Information: A
Proposal for a National Incidence Database. The Critical Infrastructure
Protection Project" included in Workshop I Working Papers, George Mason
University Press. Mr. Shiver is a 1968 graduate of the Citadel, the Military
College of South Carolina and holds a master's degree in medical health
administration from Virginia Commonwealth University.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 3 of 5
(excluding exhibits).
Commissioner Detert
Former state senator Nancy Detert was elected to the Sarasota County Commission
in 2016. Commissioner Detert has served in the Florida House of Representatives
(1998-2006) and Florida Senate (2008-2016). Her other public service includes
the Sarasota County School Board (1988-1992), Enterprise Florida Board of
Directors (2009) and the Florida Commission on Tourism (2009). Born and raised
in Chicago, Illinois, Commissioner Detert attended Siena Heights University in
Michigan. She started Osprey Mortgage Company in Venice, Florida, and served as
its president for 25 years. Commissioner Detert, a descendant of Charles
Carroll, a signer of the Declaration of Independence, is the recipient of
numerous awards and many bills sponsored by her were passed including the Nancy
Detert Caring and Compassionate Act, a bill that extends Foster Care from age 18
to 21. Her honors and awards include the following: City of Venice, Pillar of
the Community Award, 2015; Florida Chamber of Commerce, Distinguished Advocate
Award, 2015; Florida League of Cities, Legislative Distinction Award, 2014; Big
Brothers Big Sisters, Legislator of the Year Award, 2014; Guardian ad Litem,
Children's Champion, 2014; Sarasota County Community Youth Development,
Leadership Award, 2014; Arts & Cultural Alliance of Sarasota County, Arts
Education Leadership Award, 2014; Florida PTA's Legislator of the Year, 2013;
Florida Bar Trial Lawyers Section Champion of Justice Independence Award, 2011;
Sarasota County Bar Association Distinguished Service Award, 2010-2011;
Associated Builders & Contractors, Inc., FL Gulf Coast Chapter, ABC "Free
Enterprise" Award, 2010; Florida Music Educators' Association, Friend of Music
Education Award, 2010; Florida Art Education Association, Friend of Art
Education Award, 2009; Associated Builders and Contractors, Inc., Friend of Free
Enterprise, 2009; Florida School Boards Association, Inc., Legislator of the
Year, 2009, 2002, 1999; Florida Association of Conventions and Visitors Bureaus,
Legislator of the Year, 2004; Florida Economic Development Council, Inc.,
Legislator of the Year Award, 2004; Florida Housing Coalition, Legislator of the
Year, 2004, 2003; National Academy of Recording Arts and Sciences, Florida
Chapter, "Florida Heroes Awards", 2004; Sarasota Office of Housing and Community
Development Award, 2004; Florida Association of Museums, Museum Service Award,
2003; Florida Bankers Association, Leadership Award, 2003; Florida Boys and
Girls Club, Recognition of Service, 2002; Florida Funeral Directors, Legislator
of the Year, 2002; Funeral and Cemetery Alliance of Florida, Outstanding
Legislator of the Year, 2002; Florida Association of Mortgage Brokers,
Legislator of the Year, 2001; Florida Association of Technical Educators,
Legislator of the Year, 2001; Ranked by The Miami Herald as one of the Top 25
State Legislators for her "sound policy objectives and behind the scenes work";
Big Brothers Big Sisters, Legislator of the Year, 2000; Florida Association of
School Administrators, Legislator of the Year, 2000; Girls, Inc., "She Knows
Where She's Going" Award, 2000; Gulf Coast Marine Institute, Legislator of the
Year, 2000; Sarasota Classified/Teachers Association, Legislator of the Year,
2000; Florida Association of School Social Workers, Legislator of the Year,
1999; Women of Distinction, Award for Finance, 1998; and, Venice Area Chamber of
Commerce, Small Business of the Year Award, 1993.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.
Exhibit Index
Exhibit Description
Number
10.01 Amendment to retainer and consulting agreement with Qest Consulting
Group, Inc.
10.02 Agreement to serve as a member of the Registrant's board of directors
entered into by John (Jay) Shiver
10.03 Agreement to serve as a member of the Registrant's board of directors
entered into by Nancy Detert
Puget Technologies, Inc., current report on Commission Form 8-K, Page 4 of 5
(excluding exhibits).
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