form8k-june11_2008.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report: June 10, 2008
(Date
of earliest event reported)
SYNERGX
SYSTEMS INC.
(Name
of small business issuer in its charter)
Delaware 11-2941299
(State or other jurisdiction of
incorporation)
(I.R.S. Employer Identification No.
or organization)
209 Lafayette Drive,
Syosset, New
York 11791
(Address
of principal executive
offices) (Zip
code)
Issuer's
telephone number: (516)
433-4700
Not
Applicable
(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 registrant under any of the following
provisions:
[ ]
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Reference
is made to Item 5.02 for information on an Employment Agreement (the “Agreement”), dated
June 10, 2008, between Paul Mendez and Synergx Systems Inc. (the “Company”).
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
June 11, 2008, the Company announced that Paul Mendez, age 65, had joined
the Company as a director and Chairman of the Board and as President and Chief
Executive Officer of the Company. Mr. Mendez is the President and
Chairman of the Board of Firecom Inc. (“Firecom”) and Vice President of
Multiplex Electrical Services, Inc. Mr. Mendez was elected Chairman
of the Board and President of Firecom on July 19, 1991.
As of
February 4, 2008, Firecom was reported to have beneficial ownership of 1,578,012
shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”), equal to a total of 30.28% of the Company’s outstanding Common Stock as
of that date. As previously reported, Firecom purchased on January
25, 2007, in a private transaction, 889,540 shares of Common Stock previously
owned by Genterra Inc. On June 10, 2008, Firecom purchased 225,468
shares of Common Stock previously owned by Daniel S. Tamkin, the Company’s
former President and Chief Executive Officer.
On
June 10, 2008, the Company entered into the Agreement with Mr. Mendez
under which Mr. Mendez will serve as President and Chief Executive Officer
of the Company. The Company will pay Mr. Mendez an annual base
salary of $20,000. Pursuant to the Agreement, both the Board of
Directors of the Company and Mr. Mendez may terminate his employment without
cause and at any time.
The
foregoing summary of the Agreement is qualified by reference to the Agreement
that is filed as an exhibit to this current report.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.12
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Employment
Agreement, dated June 10, 2008, between Paul Mendez and Synergx Systems
Inc.
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99.1
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Press
release, dated June 10, 2008, announcing appointment of President and
Chief Executive Officer
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SYNERGX SYSTEMS INC.
(Registrant)
By: /s/ JOHN A.
POSERINA
John A. Poserina,
Chief Financial Officer, Treasurer,
Secretary,
Vice President and
Director
(Principal Accounting and Financial
Officer)
Dated:
June 11, 2008
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Exhibit
No.
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Description
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10.12
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Employment
Agreement, dated June 10, 2008, between Paul Mendez and Synergx Systems
Inc.
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99.1
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Press
release, dated June 10, 2008, announcing appointment of President and
Chief Executive Officer
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