Form 8-K
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 of 1934
Date of Report (Date of earliest event reported): October 26, 2004
SPARTA COMMERCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-9483 95-3502207
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
240 West 35th Street, Suite 402, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 239-2666
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Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] 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(d) under the Exchange
Act (17 CFR 240.14d-2(d)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.313e-4(c)).
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
We entered into an employment agreement, effective November 1, 2004, with
Richard P. Trotter, to serve as our Chief Operating Officer. Mr. Trotter has
over 30 years experience in financial institutions and over 20 years experience
specializing in the automobile lending, servicing, and collecting industry. From
2001 to 2004, Mr. Trotter was President, Chief Credit Officer, of American
Finance Company, Inc., purchasing retail automobile installment contracts from
independent automobile dealers nationwide. From 1996 to 2001, he was Senior Vice
President of Originations for Consumer Portfolio Services, Inc., one of the
nation's leading purchasers of non-prime retail automobile installment
contracts. From 1994 to 1996, he was Senior Vice President of Marketing for
Consumer Portfolio Services, Inc. His experience also includes positions as
Chief Operating Officer, Executive Director and President, and Chief Credit
Officer for banks and financial institutions in California. He is not a director
of any reporting companies, is not associated with Sparta by family
relationships, and has not been involved in material legal proceedings.
The term of employment is one year. The employment term is to be automatically
extended for one two-year period, and an additional two-year period, unless
written notice is given three months prior to the expiration of any such term
that the term will not be extended. His initial base salary is at an annual rate
of $160,000. On May 1, 2005, his base salary increases to $200,000. He is
entitled to annual increases in his base salary and other compensation as may be
determined by the Board of Directors. He is entitled to a grant of 1,000,000
shares of our common stock. The grant of shares is subject to vesting and
subject to continued employment. Twenty percent of the shares shall vest on
November 1, 2004, and the reminder of the shares are to vest, subject to
proportionate adjustment in the event of employment termination for any
incomplete vesting period, as follows: 20% on November 1, 2005; 20% on November
1, 2006; 20% on November 1, 2007; 10% on November 1, 2008; and 10% on November
1, 2009. He is entitled to three weeks of paid vacation during the first year of
employment, and four weeks per year thereafter. He is entitled to health
insurance, short term and long term disability insurance, retirement benefits,
fringe benefits, and other employee benefits on the same basis as is made
generally available to other employees. He is entitled to reimbursement of
reasonable business expenses incurred by him in accordance with company
policies. The employment agreement provides for termination for cause. If
terminated without cause, he is entitled to severance. As severance, he shall be
entitled to one week's base salary as of the date of termination for the first
full year of service, and thereafter, two weeks' base salary for each succeeding
year of service, up to an aggregate of four months of such base salary.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit Number Description of Exhibit
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10 Employment Agreement with Richard P. Trotter
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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.
SPARTA COMMERCIAL SERVICES, INC.
Date: October 29, 2004
By: /s/ Anthony L. Havens
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Anthony L. Havens, President and
Chief Executive Officer
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