Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report 07/26/06
ITEC
ENVIRONMENTAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
033-31067
(Commission
File Number)
311705310
(IRS
Employer Identification No.)
5300
Claus Road
Riverbank,
CA 95367
(209)
848-3900
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
This
amendment is being filed to amend Item 5.02(c) of the Current Report on Form
8-K
filed by Itec Environmental Group, Inc. on September 20, 2006, to include the
adjusted effective date of Mr. Ronald M. Domingue’s appointment to the Board of
Directors.
Item
5.02(c) Election of Directors; Appointment of Principal
Officers
On
July
26, 2006, Gary M. De Laurentiis’s employment agreement was approved by the Board
of Directors of the Company, making him the new Chief Technology Officer.
Mr.
De
Laurentiis, 61, has previously served as the Chairman, President and CEO since
founding the Company in 1999. Mr. De Laurentiis has been active in the plastics
recycling business for nearly twenty (20) years. In partnership with the Chinese
Government, he designed and built his first plastics recycling plant in 1987.
In
the years since, he has designed, remodeled, built and operated plants in
Mexico, North Carolina, Ohio, Florida, California and Canada for both local
governments and private industries. From 1992 to 1995, Mr. De Laurentiis worked
directly with the State Government in Campeche Mexico, living on-site for
eighteen (18) months while directing the entire project. In 1996, an Ohio based
group recruited Mr. De Laurentiis to open a shuttered recycling plant. Mr.
De
Laurentiis left the company in 1999 to start Itec. From collecting, brokering,
recycling and remanufacturing, to lobbying on behalf of the industry, Mr. De
Laurentiis is intimately familiar with all levels of plastics recycling. The
depth of Mr. De Laurentiis’ knowledge and his continuing search for newer, safer
and more efficient ways to recycle waste has earned him the respect of his
peers
and the many regulatory agencies charged with protecting the environment who
regularly call upon him for advice. Mr. De Laurentiis is not a director of
any
other public company, nor is he related to any officer, director or affiliate
of
the Company. Pursuant to the terms of the employment agreement, Mr. De
Laurentiis shall receive an annual salary of Two Hundred and Ninety Thousand
Dollars ($290,000) and shall receive equity in the Company equal to an aggregate
amount of twenty-four million (24,000,000) shares of the Company’s common stock,
of which he has already received seventeen million nine hundred fifty-three
thousand two hundred and eight (17,953,208) shares. Mr. De Laurentiis is also
eligible to receive additional equity in connection with the successful
performance of his duties.
As
CTO,
Mr. De Laurentiis shall serve as such until the earlier of (i) his resignation,
(ii) appointment of his successor or (iii) his termination.
On
July
31, 2006, Rodney S. Rougelot’s employment agreement was approved by the Board of
Directors of the Company, making him the new Chief Executive Officer. Mr.
Rougelot was also appointed to the Board of Directors of the Company. Pursuant
to the terms of the employment agreement, Mr. Rougelot shall receive an annual
salary of Three Hundred Thousand Dollars ($300,000) and shall receive equity
in
the Company equal to eight percent (8%) of the Company’s issued and outstanding
stock. Mr. Rougelot is also eligible to receive additional equity in connection
with the successful performance of his duties.
As
CEO,
Mr. Rougelot shall serve as such until the earlier of (i) his resignation,
(ii)
appointment of his successor or (iii) his termination. As a director of the
Company, he shall serve until the earlier of (i) his resignation, (ii) election
of his successor or (iii) his removal by the shareholders of
the
Company.
Mr.
Rougelot, 42, brings to Itec over 20 years of extensive experience in recycling,
operations, finance, and mergers and acquisitions. Upon graduating from Harvard
Business School, Mr. Rougelot founded Recycling Resource, LLC (“Recycling
Resource”), which rapidly became one of the leading recycling companies in
California. After Recycling Resource was acquired by Tomra Pacific, Inc. (“Tomra
Pacific”), Mr. Rougelot served as President of the commercial division, building
Tomra Pacific into one of the largest beverage container recyclers in the United
States. Most recently, Mr. Rougelot was engaged through Stone Yamashita Partners
as a strategic consultant with The Coca Cola Company. Mr. Rougelot is not a
director of any other public company, nor is he related to any officer, director
or affiliate of the Company.
On
August
14, 2006, the Company entered into a loan agreement with Arbor Malone, LLC.
Pursuant to this agreement, Ronald M. Domingue shall be appointed to the Board
of Directors of the Company, effective December 1, 2006. Mr.
Domingue shall serve as a director of the Company until the earlier of (i)
his
resignation, (ii) election of his successor or (iii) his removal by the
shareholders of the Company.
Mr.
Domingue, 44, brings extensive financial, logistics and engineering experience
to Itec. He is a managing partner at Arbor Malone, LLC and was a co-founder
of
SupplyBase, Inc. (“SupplyBase”), a supply-chain software company that was
acquired by i2 Technologies, Inc. Prior to SupplyBase, Mr. Domingue held
positions in product management, engineering and field marketing at GE Plastics,
a subsidiary of General Electric Company (“General Electric”), over a 13 year
career. Mr. Domingue holds a Bachelor of Science in Mechanical Engineering,
Cum
Laude, from the University of Vermont, a Masters of Science in Mechanical
Engineering from Rensselaer Polytechnic Institute, and he is a graduate of
General Electric’s Edison Engineering Program. Mr. Domingue is not a director of
any other public company, nor is he related to any officer, director or
affiliate of the Company.
To
the
extent that any information called for in Item 404(a) of Regulation S-B is
required pursuant to this appointment, such information is currently unavailable
and will be provided in an amendment to this Form 8-K within four (4) days
from
when this information becomes available.
Item
9.01(d) Financial Statements and Exhibits
The
following exhibits were included with Current Report on Form 8-K filed by Itec
Environmental Group, Inc. on September 20, 2006
10.2 Arbor
Malone Loan Agreement dated August 14, 2006
10.4 Amendment
to Arbor Malone Loan Agreement dated September 7, 2006
10.5 Gary
De
Laurentiis Employment Agreement dated July 26, 2006
10.5 Rodney
S.
Rougelot Employment Agreement dated July 31, 2006
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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ITEC
ENVIRONMENTAL GROUP, INC
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(Registrant)
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Date:
December 11, 2006
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/s/ Rodney S. Rougelot
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Rodney
S. Rougelot, CEO
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