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 1934
Date
of Report: January 3, 2006
a21,
Inc.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or Other Jurisdiction of
Incorporation)
|
000-51285
(Commission
File Number)
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74-2896910
(I.R.S.
Employer Identification No.)
|
|
7660
Centurion Parkway, Jacksonville, Florida
(Address
of Principal Executive Offices)
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32256
(Zip
Code)
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Registrant’s
telephone number, including areas code: (904)
565-0066
| |
|
(Former
Name or Former Address, is 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 (see General Instruction A2. below):
[
] 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))
Item
1.01. Entry into a Material Definitive Agreement.
On
January 3, 2006, a21, Inc. (the “Company”) entered into an employment agreement
with Thomas Costanza pursuant to which Mr. Costanza will be employed as the
Company’s Vice President and Chief Financial Officer. In consideration for his
services to the Company, Mr. Costanza will be paid an annual salary of $114,000
per year, will receive benefits equivalent to those received by other executives
of the Company and options to purchase 165,000 shares of the Company’s common
stock. In addition, the Company will reimburse Mr. Costanza for up to $15,000
of
relocation and transition lodging expenses. The agreement provides for a
thirty-six month term, unless terminated by either party for any reason or
by
the Company for cause. In the event Mr. Costanza terminates his relationship
with the Company within the first six months of the agreement, Mr. Costanza
will
be obligated to reimburse the Company for a portion of the relocation and
transition lodging expenses. If the Company terminates Mr. Costanza’s employment
with the Company without cause, the Company will be required to pay Mr.
Costanza, in addition to any unpaid salary and unused accrued vacation time,
(i)
if written notice is given before June 30, 2006 or Mr. Costanza has not yet
moved to the Jacksonville metropolitan area, Mr. Costanza’s salary for 50% of
the time that Mr. Costanza was employed by the Company, but for no longer than
three months, or (ii) if written notice is given after June 30, 2006 and Mr.
Costanza has already moved to the Jacksonville metropolitan area, the lesser
of
(a) the salary due for the remaining term of the Agreement, or (b) six month’s
salary.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
January 3, 2006, the Board of Directors of a21, Inc. (the “Company”) named
Thomas Costanza the Vice President and Chief Financial Officer of the Company.
Thomas V. Butta, who was the acting Chief Financial Officer until Mr. Costanza’s
appointment, stepped down from that position on that date, but he remains the
Vice Chairman of the Board of Directors and the President of the Company.
Previously
and since November 2004, Mr. Costanza was the Vice President, Chief Financial
Officer and interim President of AMCO Water Metering Systems, Inc., a
manufacturing subsidiary of a global corporation. Prior to that time and since
May 2002, Mr. Costanza was the Corporate Controller of Lindsay Manufacturing
Co., a manufacturer of irrigation systems. Prior to that time and since October
1999, Mr. Costanza was the Director of Finance and Controller of Bombardier
Capital, Inc., a financial services company.
Please
see the disclosure in Item 1.01 above for a description of the terms of Mr.
Costanza’s employment agreement with the Company.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
|
|
Description
|
|
10.1
|
|
Employment
Agreement between the a21, Inc. and Thomas Costanza, dated January
3,
2006
|
|
99.1
|
|
Press
Release dated January 9, 2006
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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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|
|
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a21,
INC. |
|
|
|
| |
By: |
/s/ Albert
H.
Pleus |
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Albert
H. Pleus |
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Chief
Executive Officer |
Dated:
January 9, 2006
EXHIBIT
INDEX
Item
9.01. Financial Statements and Exhibits.
|
Exhibit
|
|
Description
|
|
10.1
|
|
Employment
Agreement between the a21, Inc. and Thomas Costanza, dated January
3,
2006
|
|
99.1
|
|
Press
Release dated January 9, 2006
|