UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM 8-K
---------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of
Report (Date of earliest event reported): December 16, 2004
-----------------
SECURED DIVERSIFIED INVESTMENT, LTD.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
0-30653 80-0068489
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
5030 Campus Drive
Newport Beach, California 92660
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 851-1069
--------------
Item 5.02. Election of Directors.
At a Special Meeting held on December 16, 2004, the Board of
Directors of Secured Diversified Investment, Ltd. increased the number
of directors comprising the Board to seven members, resulting in two
vacancies. The Board of Directors then unanimously elected Ron Robinson
and Bruce Duquette as directors. As a result of their appointment and
their status as independent directors, a majority of the Board of
Directors is now comprised of independent directors.
Mr. Robinson previously served as a Director until October 5,
2004, and has agreed to serve again.
Mr. Duquette is newly appointed. Mr. Duquette is a Vice
President and Financial Consultant with US Bancorp Investments and
Insurance, Newport Beach, California and overseas financial investing
in 22 US Bancorp branches in Orange, Los Angeles and Riverside
counties. Mr. Duquette has been with US Bancorp in various positions
since May 1999. Mr. Duquette holds Series 7, 63 and 66 licenses from
the National Association of Securities Dealers, as well as a Real
Estate Brokers License in California. Neither director was elected to
serve on any committee of the Board.
All directors of the Company receive an initial grant of
options to purchase 500,000 shares of Common Stock at the current fair
market value. Such options vest 25% immediately and the remainder in
equal quarterly installments over a three-year period. Mr. Robinson has
been previously awarded such a grant and his options will continue as
if his service as a Director was never interrupted. Mr. Duquette will
receive an initial grant of options 500,000 shares.
The Company does not have, has not had during the preceding
two years and does not propose any transaction in which either Mr.
Robinson or Mr. Duquette has any material direct or indirect material
interest.
A copy of the press release announcing the elections is
attached as Exhibit 99.1.
Item 5.03 Amendment of Bylaws.
In connection with the appointment of two new directors, the Board of
Directors amended the Bylaws to increase the number of directors to seven
persons.
Item 9.01 Exhibits
Exhibit 99.1 Press Release.
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.
Date: December 20, 2004
SECURED DIVERSIFIED INVESTMENT, LTD.
By: /s/ LUIS LEON
-------------------------------------------
Luis Leon, Chief Executive Officer