form8k.htm
UNITED
STATES
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: September 30, 2008
Date
of Earliest Event Reported: September 8, 2008
TWL
Corporation
__________________________________________
(Exact
name of registrant as specified in its charter)
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Nevada
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000-08924
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73-0981865
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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4101
International Parkway Carrollton, Texas
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75007
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(972)
309-4000
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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
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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On
September 13, 2008, TWL Corporation (the “Company”) received a Notice of Default
on Senior Secured Convertible Debenture (the “Default Notice”) from Trinity
Investment, G.P. (“TIGP”), a California general partnership controlled by Laird
Q. Cagan, a member and Chairman of the Company’s Board of
Directors. The Default Notice notified the Company that an event of
default has occurred under the 15% Senior Secured Convertible Debentures of the
Company, aggregate principal amount of $8,860,000, held by TIGP, and that the
full amount of principal and accrued interest and other amounts are immediately
due and payable thereunder. Subsequent discussions with TIGP
indicated that the specific triggering events of default included the Company’s
default under its lease for its offices located at 4101 International Parkway,
Carrollton, Texas (the “Lease”), and the Company’s failure to pay its debts
generally as they become due, including its payments due under the
Lease.
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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
September 8, 2008, Dennis J. Cagan resigned from the Board of Directors of
Company. In a resignation letter dated September 8, 2008, Mr. Cagan
stated that his resignation was a result of his input to the Board and certain
senior managers of the Company not being reflected in the Company’s current
direction.
On
September 10, 2008, the Board of Directors removed Danny Hammett as the Chief
Executive Officer of the Company and appointed Patrick R. Quinn, the Company’s
current Chief Financial Officer, as the Chief Executive Officer, President,
Chief Financial Officer, Treasurer, Secretary and member of the Board of
Directors of the Company.
Mr. Quinn
served as the Company’s Chief Financial Officer since May 2005. Prior
to joining the Company, Mr. Quinn was employed by Primedia Workplace Learning, a
wholly-owned subsidiary of Primedia Inc., as Chief Financial Officer from March
2004 to May 2005. From 2000 to 2003, Mr. Quinn was Chief Financial
Officer for Fusion Laboratories, Inc., and from 1997 to 2000 Mr. Quinn was Chief
Financial Officer of B.R. Blackmarr & Associates, until its merger into
BrightStar Information Technology Corp where he served as the Controller until
his departure in 2000. From 1989 to 1997, Mr. Quinn was Vice
President/Chief Financial Officer for Affiliated Computer
Systems/Precept. Mr. Quinn has also been an adjunct professor of
finance in the MBA program at the University of Dallas.
There are
no arrangements or understandings between Mr. Quinn and any other persons
pursuant to which Mr. Quinn was selected as a director. Mr. Quinn is
not currently appointed, nor currently expected to be appointed, to any
committee of the Company’s Board of Directors.
On
September 30, 2008, Laird Q. Cagan resigned as a member and Chairman of the
Board of Directors of the Company.
On
September 29, 2008, after review of the Company’s operations, the Board of
Directors of the Company determined by unanimous consent that the Company will
no longer be able to continue ongoing business
operations. Further, it was determined that the Company will not be
able to file its Annual Report on Form 10-K for the year ended June 30,
2008 The Company is exploring wind-down options, including
filing for bankruptcy protection and the possible sale of assets.
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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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Description
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17.1
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Dennis
Cagan Letter of Resignation, dated September 8,
2008.
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SIGNATURES
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.
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TWL
Corporation
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September
30, 2008
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By:
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/s/
Patrick Quinn
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Name:
Patrick Quinn
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Title:
Chief Executive Officer
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Index to
Exhibit
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Description
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Dennis
Cagan Letter of Resignation, dated September 8,
2008.
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