Form 6-K Till Capital Ltd. For: Aug 31
FREE Breaking News Alerts from StreetInsider.com!
StreetInsider.com Top Tickers, 7/19/2026
September 1, 2015 6:03 AM EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2015
Commission File Number: 000-55324
| Till Capital Ltd. |
| (Translation of registrant’s name into English) |
| |
| Bermuda |
| (Jurisdiction of incorporation or organization) |
| |
|
Continental Building
25 Church Street
Hamilton, HM12, Bermuda |
| (Address of principal executive office) |
| |
|
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F
|
| |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ☐
|
| |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ☐
|
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
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.
|
| |
| |
|
Till Capital Ltd.
|
| |
|
|
| Date: August 31, 2015 |
By: |
/s/ WILLIAM M. SHERIFF |
| |
Name: |
William M. Sheriff |
| |
Title: |
Chief Executive Officer and Chairman |
| |
|
|
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Material Change Report – Appointment of Alan S. Danson |
| |
|
|
| 99.2 |
|
Material Change Report – Appointment of Roger M. Loeb |
| |
|
|
| 99.3 |
|
Material Change Report – Resignation of Thomas Skimming and William B. Harris |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | | Name and Address of Company |
| | Till Capital Ltd. (the “Company” or “Till”)
25
Church Street
Hamilton HM12
Bermuda
|
| Item 2 | | Date of Material Change |
| | The news release was disseminated on August 20, 2015 through Nasdaq GlobeNewswire. |
| Item 4 | | Summary of Material Change |
| | The Company announced that its board (the
“Board”) has appointed Alan S. Danson as Director to replace William
Harris, who resigned from the Board effective August 17, 2015. Mr. Danson will stand for election to the Board at the
Company’s Annual General Meeting to be held October 15, 2015. |
| Item 5 | | Full Description of Material Change |
| | 5.1 Full Description of Material Change |
| | The Company announced that its Board has
appointed Alan S. Danson as Director to replace William Harris, who resigned from the Board effective August 17, 2015. Mr.
Danson will stand for election to the Board at the Company’s Annual General Meeting to be held October 15, 2015. |
| | Mr. Danson is currently a private investor and volunteer board member of several
non-profit organizations. During his career, he worked as an attorney in a Wall Street law firm, an investment banker on Wall
Street, an investment manager and investment banker in Mexico City, a partner in a venture capital firm in Denver and an
entrepreneurial manager in Colorado. He has served on boards of directors of private companies, public companies and a
regulated entity. |
| | Mr. Danson served, for 19 years, as an independent director of Dreyfus Founders Funds, a
Denver-based family of actively managed equity mutual funds, becoming chairman of the board in 2008. The fund family was
acquired by Bank of New York Mellon and later was rolled into its Dreyfus family of funds. |
| | Between September 1995 and December 1999, Mr. Danson was an investor in and served as a
board member of OptiMark Technologies, Inc., a developer of electronic markets. He held the title of Senior Vice President
and was instrumental in crafting several offering circulars and raising the company’s initial rounds of investment
capital. |
| | From 1986 to 1995, Mr. Danson served as a board member and, through 1989, as President, of
Integrated Medical Systems, Inc., a start-up provider of health care information and marketing services. The company was
sold to Eli Lilly & Co. in December 1995. |
| | Between 1983 and 1986, Mr. Danson was a general partner of The Centennial Funds, the
largest venture capital management company in the Rocky Mountain region. He was active on both the fundraising and investment
sides of the business. |
| | From 1972 to 1982, Mr. Danson lived and worked in Mexico, where he was a founding partner of
a start-up brokerage and investment firm, Acciones y Valores de Mexico (“Accival”). He helped the firm
capture and manage pension funds from Mexican subsidiaries of US companies, and he helped a variety of Mexican companies with
their public offerings in Mexico. Accival was ultimately acquired by CitiGroup. |
| | Between 1966 and 1972, Mr. Danson worked as an investment banker on Wall Street, first
for Bear, Stearns & Co. and subsequently for Wertheim & Co. He began his career as an attorney with the Wall street
law firm Winthrop Stimson Putnam & Roberts. Mr. Danson currently beneficially owns or directs 224,090 shares (about 6.5%)
of the Company’s outstanding stock. |
| | The Company also clarifies the terms of its agreement with Coeur Communications,
previously announced on August 19, 2015, pursuant to which Coeur Communications will provide strategic marketing and investor
relations services to the Company. Under this agreement, Till Capital will pay an estimated monthly fee not to exceed
US$3,000.00 plus materials and expenses for a six month period. |
| | 5.2 Disclosure for Restructuring Transactions |
| Item 6 | | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
| Item 7 | | Omitted Information |
| | For further information, contact: |
| | William M. Sheriff, Chairman
Telephone: (208) 635-5415 |
-2-
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | | Name and Address of Company |
| | Till Capital Ltd. (the “Company” or “Till”)
25
Church Street
Hamilton HM12
Bermuda
|
| Item 2 | | Date of Material Change |
| | The news release was disseminated on August 17, 2015 through Nasdaq GlobeNewswire. |
| Item 4 | | Summary of Material Change |
| | The
Company announced that its board (the “Board”)
has appointed Roger Loeb as Director to replace Blair Shilleto, who resigned from the
Board effective August 5, 2015. Mr. Loeb will stand for election to the Board at the
Company’s Annual General Meeting to be held October 15, 2015. |
| Item 5 | | Full Description of Material Change |
| | 5.1 Full Description of Material Change |
| | The Company announced that its Board has appointed
Roger Loeb as Director to replace Blair Shilleto, who resigned from the Board effective August 5, 2015. Mr. Loeb will stand
for election to the Board at the Company’s Annual General Meeting to be held October 15, 2015 |
| | Mr. Loeb has been consulting to senior executive
management for over 30 years, following a career as a senior corporate executive, where he held both technology strategy and
line management responsibilities. He is President and CEO of The MarTech Group, Inc., Parker, CO, an organizational
transformation and strategic technology consulting company he founded in 1984. Mr. Loeb and two partners are currently
engaged by NeuStar, Inc. (NYSE:NSR) to guide the transition of the telephone Local Number Portability Administration service
to a new provider. |
| | From 2008 to 2014, Mr. Loeb was engaged by the Deputy Chief
Information Officer (G6) of the Department of the Army for whom he provided “reality check” and
“best practices” oversight of various high-profile enterprise-scale information technology implementations. The
CIO team’s most notable achievement during this period was the Army’s successful migration to a single email
service from roughly 1,000 separate email server instantiations. From 2003 to 2008 Mr. Loeb was engaged exclusively by the
Office of the Chief Technology Officer, IBM Federal, holding the title of Executive Consultant, Strategic Transformation, and
providing technology strategy counsel to senior executives of the U.S. Department of Defense and Intelligence
agencies. |
| | Mr. Loeb has been a significant contributor to the
creation or improvement of industry-leading, technology-based service businesses in domains as diverse as commercial
software, healthcare, non-profit membership associations, publishing, insurance, direct marketing, credit decisioning and
risk assessment, customer relationship management, venture capital startups, stock trading, employee selection, commercial
printing management, transportation, travel booking, advertising, and defensive cybersecurity. He has also served as an
expert witness in successful lawsuits over failed software development projects. |
| | Prior o founding The MarTech Group, Mr.
Loeb was employed for 17 years by the A.C. Nielsen Co., Neodata Services Division, where he started as a computer
programmer and retired as Vice-President and CIO. His innovations at Neodata were acknowledged to have completely transformed
circulation management for the consumer magazine publishing industry. Mr. Loeb holds a B.S. degree in mathematics
from the University of Wisconsin. He currently beneficially owns or directs 53,366 shares (1.5%) of the Company’s
outstanding stock. |
| | 5.2 Disclosure for Restructuring Transactions |
| Item 6 | | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
| Item 7 | | Omitted Information |
| | For further information, contact: |
| | William M. Sheriff, Chairman
Telephone: (208) 635-5415 |
-2-
Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | | Name and Address of Company |
| | Till Capital Ltd. (the “Company” or “Till”)
25
Church Street
Hamilton HM12
Bermuda
|
| Item 2 | | Date of Material Change |
| | The news release was disseminated on August 18, 2015 through Nasdaq GlobeNewswire. |
| Item 4 | | Summary of Material Change |
| | The Company
announced that Directors William Harris and Thomas Skimming have resigned from the Board of Directors effective immediately. |
| Item 5 | | Full Description of Material Change |
| | 5.1 Full Description of Material Change |
| | The Company announced that Directors
William Harris and Thomas Skimming have resigned from the Board of Directors effective immediately. |
| | The Company is endeavoring to replace the board vacancies prior to its Annual General Meeting
(AGM), currently scheduled for October 15, 2015. Details of the Company’s AGM can be found on the Company’s web
site. |
| | 5.2 Disclosure for Restructuring Transactions |
| Item 6 | | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
| Item 7 | | Omitted Information |
| | For further information, contact: |
| | William M. Sheriff, Chairman
Telephone: (208) 635-5415 |
Tweet
Share
E-mail