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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: SEPTEMBER 16, 2005
DATE OF EARLIEST EVENT REPORTED: SEPTEMBER 13, 2005
KENILWORTH SYSTEMS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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:
Press Releases and Contract Exhibit
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 (d) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
At the Annual Meeting of shareholders of Kenilworth Systems Corporation held on September 13, 2005 and the submission to shareholders of a proxy statement filed, Herbert Lindo, Gino Scotto, Maureen Plovnick, Patrick Mc Devitt, Joyce Clark, Kit Wong and Paul Nusbaum were elected directors of the company. Thereafter, the Board of Directors, as authorized by Article 2, Section 2 of the Company’s By-Laws, approved an increase in the Board of Directors from seven (7) to nine (9) directors. Pursuant then to Article 2, Section 6 of the Company’s By-Laws, the Board of Directors then elected Alfred J. Luciani and David Satterfield to fill the two (2) new seats.
In addition thereto, each of the two (2) new directors will be issued one million (1,000,000) shares of the Company’s unregistered (restricted) stock. Alfred J. Luciani, an attorney, entered into a Consulting Agreement with Kenilworth on July 1, 2005 pursuant to which he is to be compensated at the rate of $5,000 per month, with an additional $5,000 per month accrued and issued one million (1,000,000) shares of the Company’s unregistered (restricted) stock every six (6) months.
ITEM 8 OTHER EVENTS
On September 15, 2005, Kenilworth issued two (2) press releases which are annexed as exhibits hereto.
ITEM 10.1 CONTRACTS:
See Exhibit.
ITEM 9.01 FINANCIAL STATEMENTS & EXHIBITS
99.1 Press Release pertaining to the Annual Shareholders Meeting and other information dated September 15,2005. 99.2 Press Release pertaining to additions to Kenilworth’s Board of Directors dated September 15, 2005.
10.1 Consulting Agreement with Al Luciani.
EXHIBIT 99.1 KENILWORTH HOLDS ANNUAL SHAREHOLDERS MEETING Mineola, NY September 15, 2005. Kenilworth Systems Corporation (OTC Pink Sheets: KENS). Gino Scotto, CEO of Kenilworth announced today that all proposals submitted to the shareholders at the annual meeting held on September 13, 2005 were duly approved. This included the reelection of the Company’s existing directors and the addition of Paul Nusbaum to the Board; the increase in Kenilworth’s authorized common stock to 500,000,000 shares, which required a majority of the outstanding common shares; and all the other proposals. The Company engaged Twisted Pear Consulting, Inc., a well-known technology consulting firm to obtain for Kenilworth a domestic set top box manufacturer and to seek out digital satellite and digital cable providers to use the Kenilworth boxes. Kenilworth’s boxes will be able to manage wagering on live in-progress casino table games and casino table game tournaments as additions to the present functions of the boxes. Last month Herbert Lindo filed an application for a patent with the U.S. Patent & Trademark Office, which he assigned to the Company, for a “Multi-Use Gaming Machine.” Abstract of the Invention: A Multi-Use Gaming Machine would allow the playing of a game, which would be programmed in the gaming machine by its manufacturer, for interactive play of a game taking place at a remote location and would require a common video display and also a touch screen for selecting the wager and displaying the results of the game being played by a player at the gaming machine. The gaming machine would have to include a touch screen corresponding to a betting grid of the game taking place at the remote location by which wagers can be placed on the remote game, and a computer that could record account balances for the gaming machine. The gaming machine could also be used for tournament play with a number of other gaming machines if there was a data processing manager, a counter that sets a predetermined number of games for the tournament and a communication link by which the data processor could obtain and store the running account balances of all of the gaming machines after completion of a game. The data processor would have to determine the tournament winner. Data of the gaming machine having the highest account balance would also be provided to all of the gaming machines after each game. The invention, if and when the equipment can be successfully developed, of which there are no assurances, would permit Video Lottery Terminals and other video slot machines to also play along with live in-progress remote casino table games, wherever Video Lottery or other slot machines are legally available, increasing lottery and other state revenues. Forward Looking Statement This press release my be deemed to contain certain forward-looking statements with respect to the business, financial condition, results of operations of Kenilworth and its subsidiaries which involves numerous risks and uncertainties including, but not limited to: our ability to obtain the necessary working capital plus additional funds to develop and expand our proposed business, obtain experienced management to further the business plans of Kenilworth, the ability to obtain necessary regulatory approvals from various regulatory bodies, economic conditions and other risks described in the Company’s Annual Report filed on Form 10-K/A for its year ending December 31, 2004 and subsequent reports filed thereafter. Contact: Andrew Hirko, Senior Vice President, Kenilworth Systems Corp. (516) 741-1352, Roulabette@aol.com.
EXHIBIT 99.2
ALFRED J. LUCIANI AND OTHERS JOIN KENILWORTH SYSTEMS’ BOARD Mineola, NY September 15, 2005. Kenilworth Systems Corporation (OTC Pink Sheets: KENS). In an 8-K filing with the SEC, the Board of Directors of Kenilworth Systems today announced that Alfred J. Luciani, Esq., David Satterfield and Paul Nusbaum have been elected Directors of the Company. Mr. Luciani is well recognized for his contributions to the gaming industry as a developer and operator of casino-hotel resorts. His casino development achievements include the world-famous Foxwoods Casino in Connecticut, the initial Crown Casino in Melbourne, Australia, and more recently, two casinos for the Seneca Gaming Corporation in Upstate New York. On July 1, 2005 he joined Kenilworth as a consultant. Mr. Satterfield was the former Chairman of the Board of Directors of the West Virginia Economic Development Authority with considerable operational oversight responsibility. When Governor Bob Wise of West Virginia was elected, in November, 2000, Mr. Satterfield served as director of the transition team and Chief of Staff to the Governor until May 2001. Prior to joining the Governor’s office Mr. Satterfield served as the Chief of Staff and Vice President for Institutional Advancement at West Virginia University in Morgantown, WV. He functioned as chief advisor to the University’s president, as WVU’s primary government relations executive. Mr. Nusbaum served as the Cabinet Secretary for the West Virginia Department of Health and Human Resources from January 17, 2001 until January 17, 2005, and was responsible for the entire operation of that government agency with its $2.5 billion budget and over 5,700 employees. Mr. Nusbaum currently provides professional management consulting services to a small group of health care entities. Gino Scotto, Director and CEO stated “We are pleased to have attracted the insights and management experience of these new Directors who, with their extensive experience, can help to guide our Company and to further the regulatory protocols for Project Roulabette™.” Roulabette™ is the brand name, coined by the Company, for a patented method and system for placing wagers on live, in-progress casino table game broadcasts in real time via digital satellite and digital cable transmission, such as Roulette, Dice, Baccarat and more, at sites remote from the actual casino table at which the game is taking place. The above took place as a result of Alfred J. Luciani and David Satterfield being now available and willing to serve on our Board. The Board, as authorized, agreed to add two new seats to be occupied by Messer’s Luciani and Satterfield. Mr. Paul Nusbaum had been elected by the shareholders at its September 13, 2005 Annual Meeting. The Board now has nine (9) members. Forward Looking Statement This press release my be deemed to contain certain forward-looking statements with respect to Kenilworth’s business, financial conditions, involves risks and uncertainties including, but not limited to: the ability to obtain additional experienced management to further the business plans of Kenilworth, the ability to obtain necessary regulatory approvals from various regulatory bodies, approval by State Legislatures, economic conditions and other risks described on Form 10-K, 2004. Contact: Andrew Hirko, Senior Vice President, Kenilworth Systems Corp. (516) 741-1352, Roulabette@aol.com.
EXHIBIT 10.1
(CONFORMED)
CONSULTING AGREEMENT This Consulting Agreement made this 5th day of July, 2005, by and between Kenilworth Systems Corporation, a New York Corporation (hereinafter “Kenilworth” or the “Company”) with offices at 185 Willis Avenue, Suite # 4, Mineola, NY 11501 and Al Luciani (hereinafter “Consultant”).
R E C I T A L S Consultant has developed a significant expertise in operating, organizing, constructing and financing CASINOS in the United States, including Indian Reservations. Kenilworth desires to retain the services of Consultant as Consultant so that Consultant will be available to advise Kenilworth on all aspects of its business. Consultant desires to enter into such a relationship with Kenilworth.
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. Terms of Employment. Kenilworth hereby retains Consultant as an independent contractor, and Consultant hereby accepts such relationship with Kenilworth for a period of one (1) year (the "Term"). 2 . Duties of Consultant. During the term, Consultant shall render services to Kenilworth as Consultant and Advisor in the operation of its business at the address indicated above. The nature and extent of the services to be provided shall be in the sole and absolute discretion and determination of Consultant and Kenilworth shall have no right to contest, in any manner, the nature and extent of same. Similarly, the time and manner in which the services are provided shall be at the sole determination of the Consultant. Consultant shall not be required to attend at the place of business of Kenilworth or at any other place designated by Kenilworth. The services to be performed by Consultant, to the extent determined by him, shall be deemed sufficient if performed by telephone consultation. 3 . Compensation to Consultant. Kenilworth shall pay to Consultant an annual Fee of one hundred twenty thousand dollars ($120,000) as follows: sixty thousand dollars ($60,000) payable in increments of five thousand dollars ($5,000) monthly and an additional sixty thousand dollars ($60,000) accrued in increments of five thousand dollars ($5,000) monthly until the Company can obtain a planned ten million dollars ($10,000,000) in a Private Placement, when the accruals will be paid in full and the entire payments are made monthly for the terms of this agreement. In addition, the Company will cause to be issued to the Consultant one million (1,000,000) shares of its Common Stock par value $0.01 per share for each six (6) month period the Consulting Agreement is in full force and effect. The Consultant agrees to accept the Stock for investment only. Kenilworth further elects to engage the services of the Consultant beyond the consulting services provided herein and the Consultant shall be entitled to additional compensation on terms acceptable to Kenilworth. If the Consultant is directly involved in obtaining capital for the Company we will pay a Finder’s Fee or Commission of five percent (5%) in cash and five percent (5%) of the total number of shares or bonds being issued to the investors, or by separate negotiations between Kenilworth, the investors and the Consultant. Consultant represents to Kenilworth that the Common Stock being acquired by Consultant is being acquired for investment and the Consultant’s own accounts and that he has no present intention of reselling or distributing the Common Stock to others, except as directed. Consultant agrees that none of the Common Stock will be transferred or distributed without having presented to Kenilworth either (i) a written legal opinion of legal counsel, satisfactory to Kenilworth, in form and substance satisfactory to Kenilworth’s counsel indicating that the proposed transfer will not be in violation of any of the provisions of the Securities Act of 1933 as amended (the “Securities Act”) and the rules and regulations promulgated there under or (ii) an effective Registration Statement. (The shares to be issued to the Consultant, may be resold without registration one [1] year after the agreed upon issuance date pursuant to an exemption provided under SEC Rule 144). Consultant represents that he has adequate means of providing for his current living expenses and contingencies and that he has no need for liquidity of this investment. Consultant represents that he can afford the risk of loss of the entire investment. Consultant fully understands that in connection with the issuance of the Common Stock, that Kenilworth is relying to a material degree on the representations, warranties and covenants contained therein. Consultant realizes that sales by him of Common Stock may be deemed evidence of his present intention and thus tend to bring into question the truth of the representations made in this agreement. Consultant agrees that a legend reading substantially as follows or such other legend as may be utilized by Kenilworth transfer agent, American Stock Transfer & Trust Company, may be placed on the Common Stock: “THE SECURITIES WHICH ARE REPRESENTED ITSEIN HAVE NOT BEEN REGISTERED UNDER THE SECURTITES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITITS SUCH SECURITIES NOR ANY INTEREST TITSEIN MAY BE OFFERED, SOLD, PLEGED, OR ASSIGNED OR OTITSWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TITSETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATIFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFCTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”
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. Independent Contractor. In the performance of his service hereunder, Consultant shall at all times be an independent contractor. Consequently, Kenilworth will not withhold income or social security taxes or provide unemployment, disability, or any other similar benefits to the Consultant unless required to do so by law.
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. Expenditures. Consultant shall not be authorized to make or authorize any expenditure on behalf of Kenilworth in excess of out-of-pocket expenses without obtaining prior written approval from a duly authorized officer of Kenilworth. 6. Defaults. In the event of any default by Kenilworth in its obligations there under, Consultant, in addition to any remedies provided under the terms of the payments of the consulting fee in Kenilworth Common Stock, shall be free of any restrictions on their activities as contained in this Agreement between Kenilworth and the Consultant. 7. Restrictive Covenant. (a) As an inducement to and material consideration for the Consultant, Consultant covenants that it shall not at any time during the term of this Agreement and for a period of five (5) years thereafter in any manner participate or engage in any business endeavor, directly or indirectly, by itself or with the assistance of others, offering substantially similar services as provided by the Company, in any locality, jurisdiction or territory whatsoever, whether as owner, Consultant, manager, consultant, advisor, agent, officer, director, shareholder (or the equivalent) or in any other capacity whatsoever. The Consultant agrees that given the nature of the business of the Company and the fact that the Company’s business endeavors are worldwide in nature, the restrictions herein contained are reasonable in duration and geographic limitation. (b) In the course of Consultant's employment and because of the nature of its responsibilities, it will acquire valuable and confidential information and trade secrets with respect to the Company’s business contacts and associations (the “clients”), which information, as to the latter, may constitute the Consultant’s only contact with such clients. In consideration of the Consultant’s retention and in view of the foregoing position of trust occupied by Consultant, and in consideration of the covenants attendant to this Agreement, Consultant agrees it is reasonable and necessary for the protection of the goodwill and business of the Company that it make the covenants contained in the within Agreement, and that the Company will suffer irreparable injury if Consultant engages in conduct prohibited hereby. Consultant represents that its experience and/or abilities are such that the observance of the aforementioned covenants will not cause its undue hardship nor will it unreasonably interfere with its ability to earn a livelihood. (c) The aforementioned covenants shall each be construed as a separate independent agreement, and the existence of any claim of Consultant against the Company shall not constitute a defense to the enforcement by the Company of any of such covenants. 8. Restriction On Use of Confidential Information. (a) Except as required by any Court or other agency having jurisdiction over the Consultant, Consultant will, at all times, both during and after the term hereof, keep secret all Information made known to Consultant by Company or any of its officers, employees or agents, or Information learned while working for the Company. Consultant will not, directly or indirectly, disclose, divulge or use at any time, except for the benefit and only at the request of the Company, either during or after termination of Consultant’s employment, any Information obtained by Consultant at any time by, or as a result of, Consultant’s assignments with the Company. (b) “Information” as used herein, means any confidential information or knowledge relating directly or indirectly to the business or businesses of Company, including any information or knowledge pertaining to actual or potential clients of Company, including the financial affairs of such client. “Information” also means documents and information regarding Company’s methods of operation, marketing strategy, lists, specialized training procedures, forms, computer programs, secret or confidential techniques, patent applications and information relating thereto, methods, processes, equipment, books, notes, drawings, tapes, prints, profit and loss information and other related internal business information and documents pertaining to the affairs of Company. 9. Solicitation of Independent Contractors or Employees. Consultant agrees that during the period it is retained by Company, and for a period of five (5) years thereafter and regardless of the reasons therefore, Consultant will not hire, offer to hire, entice away or solicit or in any other manner persuade or attempting to persuade any: (a) then current officer, employee, consultant, contractor or agent of Company or any of same who have been employed by or associated with Company within one (1) year preceding the termination of Consultant’s retention; or (b) referral source of business or other provider of business to Company to discontinue his, his and/or it not to renew said relationship. (c) The Consultant acknowledges that (i) in the event its retention with Company terminates for any reason it will be able to earn a livelihood without violating the foregoing restrictions and (ii) its ability to earn a livelihood without violating such restrictions is a material condition to its retention by the Company. (d) Consultant acknowledges and agrees that, in the event of an actual or threatened violation by Consultant of any of the restrictions of this Agreement, Company will suffer irreparable harm and will be without adequate remedy at law. Consultant understands Company may seek restraint of said violation or threatened violation by obtaining injunctive relief, which shall include, but not be limited to, a temporary restraining order and preliminary injunction without the posting of a bond of any kind. Nothing contained herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for breach or threatened breach of the provisions of this Agreement, including the right to seek and recover an award for its legal fees and expenses necessarily incurred in pursuing such remedies. 10. Return of Property. Consultant agrees that upon termination of its retention by the Company, for any reason, Consultant will deliver to Company all records, lists, marketing strategy, specialized training procedures, forms, computer programs, keys, pass cards, identification cards, listings, policy procedure manuals, memos, letters, profit and loss information and other related business information concerning Company or other documents or materials of any nature whatsoever in Consultant’s possession or control that was obtained by Consultant during its course of its retention by Company. 11. Notices. All notices and other communications between the parties shall be deemed to have been given five (5) business days after mailing hereof by United States Post Office registered mail, return receipt requested, postage prepaid, to such parties at the following addresses: If to: Kenilworth Systems Company cc: Miles R. Jacobson, Esq. If to Consultant: cc:
12. Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Consultant by Kenilworth, and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Any modification of this agreement will be effective only if it is in writing and signed by both parties. 13. Severability. The provisions of this agreement are agreed to be severable; i.e., if any provision of this agreement or the application thereof is held to be invalid or unenforceable, that invalidity or unenforceability shall not be construed to affect any other provisions or application. 14. Governing Law. The validity, interpretation and performance of this agreement shall be controlled by and construed under the laws of the State of New York. The parties hereto hereby consent to the jurisdiction of the New York courts in the event any dispute arises in conjunction herewith. 15. Successors and Assigns. This agreement is binding on the successors and assigns of the Company. The Consultant shall have no right to assign any of its rights or benefits hereunder. IN WITNESS WHEREOF, the parties have executed this agreement on the day and year first above written. KENILWORTH SYSTEMS CORPORATION /s/ Al Luciani By: /s/ Gino Scotto Al Luciani Gino Scotto, CEO
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
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©Copyright 2004 Kenilworth Systems Corporation