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Attachment 1
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 EARLIEST EVENT REPORTED – JANUARY 16, 2009
PRIME
SUN POWER INC.
(Exact
name of Registrant as specified in its charter)
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NEVADA
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333-103647
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98-0393197
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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104
Summit Avenue
Summit,
NJ 07902-0080
(Address
of principal executive offices)
908-273-5575
(Registrant's
telephone number, including area code)
N/A
(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 obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01:
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Entry
into a Material Definitive
Agreement.
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Director’s
Agreement
On
January 16, 2009, Prime Sun Power Inc. (the “Company”) entered into an agreement
with Olivier de Vergnies regarding his service as a director of the Company (the
“Director’s Agreement”). Mr. de Vergnies will not receive any
compensation from the Company at the present time in respect of his services as
director. The Company will reimburse Mr. de Vergnies for reasonable
and necessary expenses, in accordance with the Company’s expense policies as in
effect from time to time. The Company has agreed to indemnify Mr. de
Vergnies with respect to his services rendered as a director of the
Company. The Company and Mr. de Vergnies have agreed that in
conjunction with the Director’s Agreement, they will enter into an ancillary
agreement to protect confidential information.
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Item
5.02:
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Appointment of
Director
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On
January 16, 2009, the Company’s Board of Directors (the “Board”) appointed
Olivier de Vergnies as a director of the Company to fill a vacancy on the Board
of Directors. No decisions have been made yet regarding any
committees of the Board on which Mr. de Vergnies will serve.
Mr. de
Vergnies brings to the Board 20 years of extensive expertise in finance, banking
and management. From 1996 Mr. de Vergnies held several senior
management positions at Dexia Bank Luxembourg. Mr. de Vergnies also
served as Global Strategic Coordinator for the Dexia Private Banking Group with
over 50 Billion Euros of assets under management. He managed joint
venture optimization process, multi-channel distribution, market watch process,
international and internal communication. Mr. de Vergnies has served
as Vice President, Head of the Middle East Division of Dexia Private Bank
(Switzerland), Geneva from 2004-2008 where he was responsible for Middle Eastern
high net worth individuals, business acquisition and retention process, as well
as the development of new financial structured products ideas and innovative
private asset allocation. Mr. de Vergnies served Dexia Bank,
Luxembourg as Head of Marketing including product development across Luxembourg,
Switzerland, France, Jersey and the United Kingdom. Previously, he
was Head of Marketing at State Street Bank, Global Custody & Fund
Administration for Luxembourg domiciled investment vehicles business where he
was in charge of sales coordination from Luxembourg with entities based in
Boston, London, Munich, Cayman Islands & Hong Kong. Mr. de Vergnies is a
Belgian national, and graduated from EP HEC in Brussels and from IAA in New
York. Mr. de Vergnies has served since July 1, 2008 as the Chief
Operating Officer of Rudana Investment Group AG, the Company’s majority
shareholder. Mr. de Vergnies has also served as Chief Executive
Officer of 4C Controls Inc. (“4C Controls”) since July 1, 2008, and as a
director of 4C Controls since August 22, 2008. Mr. de Vergnies has
served as a director of Laureate Resources & Steel Industries Inc. since
June 18, 2008.
The
Company and Mr. de Vergnies have entered into the Director’s Agreement as
described in Item 1.01 hereof which is incorporated herein by reference
thereto.
#
# #
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.
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PRIME
SUN POWER INC.
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By:
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/s/ Barbara
Salz
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Name:
Barbara Salz
Title:
Corporate Secretary
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Date:
January 16, 2009