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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) September 12, 1997
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ICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
0-16205 33-0214792
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(Commission File Number) (IRS Employer Identification No.)
565 Pearl Street, Suite 302, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 551-6789
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Registrant's former name: Skydoor Media & Entertainment, Inc.
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Registrant's former address: 18101 Von Karman Avenue, Suite 1940, Irvine,
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California, 92715
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Item 5. Other Events
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Resignation of Registrant's Chief Executive Officer and Director
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On August 22, 1997, Mr. Gregory J. Martin, President, Chief Executive
Officer, Secretary, and a Director of ICE Holdings, Inc. (the "Registrant")
tendered his resignation from all positions held at the Registrant, including as
an officer and director, due to his desire to pursue other ventures. The
Registrant and Mr. Martin have entered into an Agreement for the termination of
Mr. Martin's employment contract with the Registrant upon the following terms:
A. The Registrant shall pay to Mr. Martin the sum of $104,000 as
settlement of past claims under Mr. Martin's Employment Agreement and shall pay
all of Mr. Martin's business expenses which are properly accounted for up to the
date of the resignation.
B. The Registrant has a right of first refusal to buy back any shares of
stock of the Registrant currently held by Mr. Martin in the event Mr. Martin
wishes to sell such shares in the future.
C. Mr. Martin is subject to a trading restriction as follows: Of the
stock of Registration currently held by him, Mr. Martin may not sell more than
5,000 shares of stock per day on the public market.
A copy of Mr. Martin's letter of resignation is included herewith. There
was no dispute or disagreement between Mr. Martin and the Registrant at the time
of the resignation.
Resignation of Registrant's Chief Financial Officer
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On August 22, 1997, Mr. Edward Hanson, Chief Financial Officer of
ICE HOLDINGS, INC. (the "Registrant") tendered his resignation from all
positions held at the Registrant, including as an officer, due to his desire to
pursue other ventures. The Registrant and Mr. Hanson have entered into an
Agreement for the termination of Mr. Hanson's consulting agreement with the
Registrant upon the following terms:
A. The Registrant shall pay to Mr. Hanson the sum of $10,000 as
settlement of past claims under the Consulting Agreement, shall issue to Mr.
Hanson 125,000 shares of common stock of Registrant as settlement of past claims
under Consulting Agreement, and shall pay all of Mr. Hanson's business expenses
which are properly accounted for up to the date of the resignation.
B. The Registrant has a right of first refusal to buy back any of the
125,000 shares of stock of the Registrant issued to Mr. Hanson in the event Mr.
Hanson wishes to sell such shares in the future.
C. Mr. Hanson is subject to a trading restriction as follows: Of the
125,000 shares of
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common stock of Registrant issued to him, Mr. Hanson may not sell more than
5,000 shares of stock per week on the public market.
A copy of Mr. Hanson's letter of resignation is included herewith. There
was no dispute or disagreement between Mr. Hanson and the Registrant at the time
of the resignation.
New Chief Executive Officer, President, Chief Financial Officer,
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Secretary, and Director
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Upon the decision of resignations of Messrs. Martin and Hanson as
described above, Mr. Timothy Pinchin was the only individual who stepped forward
and agreed to take over the control of the Company. Therefore, pursuant to a
unanimous consent of the sole director of the Company on August 22, 1997,
Timothy Pinchin was appointed to fill the vacancies left by Messrs. Martin and
Hanson and assume the responsibilities of President, Chief Executive Officer,
Chief Financial Officer, Secretary, and Sole Director until such time as the
shareholders of Registrant can convene and vote on these issues.
Change in Principal Executive Office
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Upon the appointment of Mr. Pinchin as the sole officer and director
of Registrant, the principal executive office of Registrant was moved to 565
Pearl Street, Suite 302, La Jolla, California 92037, phone (619) 551-6789, fax
(619) 551-6797.
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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 thereunto duly authorized.
Dated: September 12, 1997 ICE HOLDINGS, INC.
By: /s/ Timothy Pinchin
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Timothy Pinchin
Its: Chief Executive Officer, President, Chief
Financial Officer, and Secretary
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RESIGNATION OF OFFICER AND DIRECTOR
TO: ICE Holdings, Inc.
2102 Business Center Drive, Suite 130
Irvine, CA 92715
I, Gregory J. Martin, hereby tender my resignation from all capacities
served at ICE Holdings, Inc., including, but not limited to President, Chief
Executive Officer, Secretary, and Director, effective this 22nd day of August,
1997. In connection with my resignation, I hereby concurrently terminate my
Employment Agreement with ICE Holdings, Inc.
DATED this 22nd day of August, 1997
/s/ Gregory J. Martin
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Gregory J. Martin
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RESIGNATION OF OFFICER
TO: ICE Holdings, Inc.
2102 Business Center Drive, Suite 130
Irvine, CA 92715
I, Edward Hanson, hereby tender my resignation as the Chief Financial
Officer of ICE Holdings, Inc., effective this 22nd day of August, 1997.
DATED this 22nd day of August, 1997
/s/ Edward Hanson
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Edward Hanson
