8-K 1 v361701_8k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  November 21, 2013
 
BOOMERANG SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware   000-10176   22-2306487
(State or Other Jurisdiction
of Incorporation)

 

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

30 B Vreeland Road, Florham Park, NJ 07932

(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code: (973) 538-1194
 
 
(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))

                 

 

 
 

 

Item 5.02 Departure of Directors of Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 21, 2013, David Koffman was appointed to the Company’s Board of Directors. Mr. Koffman will also serve as a member of the Company’s Audit Committee.

 

Mr. Koffman is a graduate of the University of Pennsylvania’s Wharton School of Business. He has worked for HSK Industries, Inc., for over 30 years in various capacities, including finance, operations and strategic planning.

 

Mr. Koffman and certain other parties related to him had the following participation in the Company’s December 2012 Notes:

 

Name  Notes issued in Offering   Warrants issued in Offering 
David Koffman  $50,000    10,000 
Burton I. Koffman (1)  $105,000    21,000 
IA 545 Madison, Assoc (2)  $40,000    8,000 
Milton Koffman (3)  $25,000    5,000 

 

(1)Burton I. Koffman is the father of David Koffman.
(2)IA 545 Madison, Assoc. is owned by Burton I. Koffman, who exercises shared voting and investment power over its shares.
(3)Milton Koffman is the great-uncle of David Koffman.

 

 

Mr. Koffman and certain other parties related to him participated in the Company’s Loan and Security Agreement in June 2013 and have lent the Company the following amounts under the Loan and Security Agreement:

 

Name  Commitment   Amount Funded to Date   Aggregate Number
of Warrants Issuable
   Warrants Issued
On Closing Date
 
Burton I. Koffman (1)  $100,000   $57,183    20,000    11,428 
Milton Koffman (2)  $100,000   $57,183    20,000    11,428 
IA 545 Madison, Assoc (3)  $75,000   $42,887    15,000    8,571 
300 Plaza Drive Assoc. (4)  $250,000   $142,957    50,000    28,571 
Deerfield Place Associates (5)  $100,000   $57,183    20,000    11,428 
Steven Koffman (6)  $125,000   $71,479    25,000    14,286 

 

(1)Burton I. Koffman is the father of David Koffman.
(2)Milton Koffman is the great-uncle of David Koffman.
(3)IA 545 Madison, Assoc. is owned by Burton I. Koffman, who exercises shared voting and investment power over its shares.
(4)David Koffman is part owner of and exercises shared voting and investment control over the shares of 300 Plaza Drive Assoc.
(5)Deerfield Place Associates is owned by Elizabeth Koffman, sister of David Koffman.
(6)Steven Koffman is the brother of David Koffman.

 

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SIGNATURE

 

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.

 

      BOOMERANG SYSTEMS, INC.
         
         
         
Date: November 26, 2013   By: /s/ Mark R. Patterson
        Mark R. Patterson
        Chief Executive Officer

 

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