Form 8-K for AMERICAN WATER STAR INC
18-Jun-2004
Other Events and Financial Statements & Exhibits
Item 5. Other Events and Required Regulation FD Disclosure.
On June 17, 2004, American Water Star, Inc., a Nevadacorporation (the "Registrant"), announced that the AmericanStock Exchange has approved a listing of the Registrant'scommon shares. Trading is scheduled to begin on June 18,2004, under the ticker symbol "AMW." The firm of AIMSecurities Co. will serve as the Registrant's Specialist. Acopy of Registrant's press release announcing this event isattached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 16 and 17, 2004, the Registrant implemented certaincorporate governance measures, which include the following:
- Increased the number of members of the board of directors from two to four;
- Appointed Dale Paisley and David Lieberman as independent directors to fill the newly created board positions;
- Adopted the charter for a compensation committee of the board of directors and named Dale Paisley, Chair, and David Lieberman, member;
- Adopted the charter for an audit committee of the board of directors and named Dale Paisley, Chair and the "audit committee financial expert", and David Lieberman, member;
- Adopted the charter for a nominating and governance committee of the board of directors and named of Dale Paisley, Chair, and David Lieberman, member;
- Adopted or formalized various governance policies and procedures; and
- Appointed Dale Barnhart to serve as the Registrant's Chief Financial Officer to replace Roger Mohlman, who remains as the Company's Chairman of the Board, Chief Executive Officer, and President.
Set forth below are brief descriptions of the backgrounds ofthe newly appointed directors and the Chief FinancialOfficer:
Dale Paisley
For more than the past five years, Mr. Paisley has been afinancial and accounting consultant, primarily to smallpublicly held companies. He assists his clients withregulatory reporting with the Securities and ExchangeCommission and state agencies. Between 1977 and 1991, Mr.Paisley was a partner in the international accounting firmof Coopers & Lybrand (now PricewaterhouseCoopers), where heserved as engagement partner for a variety of publicly heldcompanies.
From 1999 to October 2002, Mr. Paisley provided consultingservices to, and has served as temporary Chief FinancialOfficer and Chief Executive Officer of, several public andprivate companies, including American Inflatables, Inc. from1998 to 2000. From October 2002 until December 2003, he wasPresident of SoCal Waste Group, Inc., a Californiacorporation located in Orange, California, that providessolid waste transportation services and from February 2003until December 2003 he was Chief Executive Officer and ChiefFinancial Officer of USA Biomass Corporation, a Delawarecorporation located in Orange, California, that is theparent of SoCal Waste Group, Inc. He has served on theBoard of Directors of USA Biomass Corporation since February2003. From 1997 to 1998, Mr. Paisley was a member of theBoard of Directors and Chairman of the audit committee ofAmcor Financial Corporation, a Delaware corporation locatedin Coachella, California, that was an agribusiness and realestate company.
Mr. Paisley received his B.S. in accounting from San DiegoState University.
David Lieberman-
After receiving his B.A. in business from the University ofCincinnati, Mr. Lieberman became a Certified PublicAccountant in the State of California, where he was employedby Price Waterhouse (now PricewaterhouseCoopers) as a SeniorAccountant between 1967 and 1972. During much of thefollowing three decades, Mr. Lieberman has served as amanagement and operations consultant, as well as having heldexecutive financial and operational positions (President,Executive Vice President, Chief Financial Officer, anddirector) with various public and private companies. FromFebruary 2001 to January 2002, Mr. Lieberman providedconsulting services for The Amanda Company, a publiclytraded Utah corporation, in the business of supplying callprocessing software systems. In January 2002, he wasappointed The Amanda Company's chief financial officer andserved in that capacity through May 2002.
Since July, 2003, Mr. Lieberman has been the Chief FinancialOfficer of John Goyak & Associates, a Las Vegas, Nevada,aerospace consulting firm. From 1997 to 2000, he served asPresident of International Purity Corporation, a Saginaw,Texas, manufacturer of water filtration systems, as well ashaving served as the President of JLS Services, Inc., a LasVegas, Nevada, company that managed 20 partnerships with netassets in excess of $100 million. In addition, between 1998and 2000, Mr. Lieberman served as the Chief OperatingOfficer of Equinox International Corporation, a Las Vegas,Nevada, network marketing company; Advanced MarketingSeminars, a Las Vegas, Nevada, motivational seminar company;and BG Management Services, a Las Vegas, Nevada, holdingcompany for various businesses and partnerships.
Dale Barnhart-
Mr. Barnhart has more than 36 years of retail merchandising,buying and grocery experience. On March 1, 2004, he joinedthe Registrant as President of its Geyser Beverages, Inc.,subsidiary and, as of June 16, 2004, he became theRegistrant's Chief Financial Officer. From 2000 to 2004,Mr. Barnhart was a buyer for Big Saver Foods, a SouthernCalifornia grocery retailer. During the two prior years, hewas in retail management at the Max Foods division ofAlbertsons, Inc.
Mr. Barnhart attended Rio Hondo Junior College, majoring inAccounting and Corporate Taxation, and is a Certified andBonded Tax Preparer.
18-Jun-2004
Other Events and Financial Statements & Exhibits
Item 5. Other Events and Required Regulation FD Disclosure.
On June 17, 2004, American Water Star, Inc., a Nevadacorporation (the "Registrant"), announced that the AmericanStock Exchange has approved a listing of the Registrant'scommon shares. Trading is scheduled to begin on June 18,2004, under the ticker symbol "AMW." The firm of AIMSecurities Co. will serve as the Registrant's Specialist. Acopy of Registrant's press release announcing this event isattached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 16 and 17, 2004, the Registrant implemented certaincorporate governance measures, which include the following:
- Increased the number of members of the board of directors from two to four;
- Appointed Dale Paisley and David Lieberman as independent directors to fill the newly created board positions;
- Adopted the charter for a compensation committee of the board of directors and named Dale Paisley, Chair, and David Lieberman, member;
- Adopted the charter for an audit committee of the board of directors and named Dale Paisley, Chair and the "audit committee financial expert", and David Lieberman, member;
- Adopted the charter for a nominating and governance committee of the board of directors and named of Dale Paisley, Chair, and David Lieberman, member;
- Adopted or formalized various governance policies and procedures; and
- Appointed Dale Barnhart to serve as the Registrant's Chief Financial Officer to replace Roger Mohlman, who remains as the Company's Chairman of the Board, Chief Executive Officer, and President.
Set forth below are brief descriptions of the backgrounds ofthe newly appointed directors and the Chief FinancialOfficer:
Dale Paisley
For more than the past five years, Mr. Paisley has been afinancial and accounting consultant, primarily to smallpublicly held companies. He assists his clients withregulatory reporting with the Securities and ExchangeCommission and state agencies. Between 1977 and 1991, Mr.Paisley was a partner in the international accounting firmof Coopers & Lybrand (now PricewaterhouseCoopers), where heserved as engagement partner for a variety of publicly heldcompanies.
From 1999 to October 2002, Mr. Paisley provided consultingservices to, and has served as temporary Chief FinancialOfficer and Chief Executive Officer of, several public andprivate companies, including American Inflatables, Inc. from1998 to 2000. From October 2002 until December 2003, he wasPresident of SoCal Waste Group, Inc., a Californiacorporation located in Orange, California, that providessolid waste transportation services and from February 2003until December 2003 he was Chief Executive Officer and ChiefFinancial Officer of USA Biomass Corporation, a Delawarecorporation located in Orange, California, that is theparent of SoCal Waste Group, Inc. He has served on theBoard of Directors of USA Biomass Corporation since February2003. From 1997 to 1998, Mr. Paisley was a member of theBoard of Directors and Chairman of the audit committee ofAmcor Financial Corporation, a Delaware corporation locatedin Coachella, California, that was an agribusiness and realestate company.
Mr. Paisley received his B.S. in accounting from San DiegoState University.
David Lieberman-
After receiving his B.A. in business from the University ofCincinnati, Mr. Lieberman became a Certified PublicAccountant in the State of California, where he was employedby Price Waterhouse (now PricewaterhouseCoopers) as a SeniorAccountant between 1967 and 1972. During much of thefollowing three decades, Mr. Lieberman has served as amanagement and operations consultant, as well as having heldexecutive financial and operational positions (President,Executive Vice President, Chief Financial Officer, anddirector) with various public and private companies. FromFebruary 2001 to January 2002, Mr. Lieberman providedconsulting services for The Amanda Company, a publiclytraded Utah corporation, in the business of supplying callprocessing software systems. In January 2002, he wasappointed The Amanda Company's chief financial officer andserved in that capacity through May 2002.
Since July, 2003, Mr. Lieberman has been the Chief FinancialOfficer of John Goyak & Associates, a Las Vegas, Nevada,aerospace consulting firm. From 1997 to 2000, he served asPresident of International Purity Corporation, a Saginaw,Texas, manufacturer of water filtration systems, as well ashaving served as the President of JLS Services, Inc., a LasVegas, Nevada, company that managed 20 partnerships with netassets in excess of $100 million. In addition, between 1998and 2000, Mr. Lieberman served as the Chief OperatingOfficer of Equinox International Corporation, a Las Vegas,Nevada, network marketing company; Advanced MarketingSeminars, a Las Vegas, Nevada, motivational seminar company;and BG Management Services, a Las Vegas, Nevada, holdingcompany for various businesses and partnerships.
Dale Barnhart-
Mr. Barnhart has more than 36 years of retail merchandising,buying and grocery experience. On March 1, 2004, he joinedthe Registrant as President of its Geyser Beverages, Inc.,subsidiary and, as of June 16, 2004, he became theRegistrant's Chief Financial Officer. From 2000 to 2004,Mr. Barnhart was a buyer for Big Saver Foods, a SouthernCalifornia grocery retailer. During the two prior years, hewas in retail management at the Max Foods division ofAlbertsons, Inc.
Mr. Barnhart attended Rio Hondo Junior College, majoring inAccounting and Corporate Taxation, and is a Certified andBonded Tax Preparer.
