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

~~June 20,~~August 10, 2017

Date of Report (Date of earliest event reported)

Excel Corporation

(Exact name of registrant as specified in its charter)

Delaware	333-173702	27-3955524
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)

6363 North State Highway 161, Suite 310

Irving, Texas 75038

(Address of principal executive offices) (Zip Code)

(972) 476-1000

(Registrant’s telephone number, including area code)

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 A.2. 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2017, in accordance with the bylaws of Excel Corporation (the “Company”), the Board of Directors (the “Board”) of the Company voted to increase the size of the Board by one seat and appointed Mr. David Shweky to the Board to fill a vacancy on the Board resulting from such increase in the size of the Board. Mr. Shweky will serve for a term that commences immediately and expires at the 2017 annual meeting of stockholders, or until his earlier resignation or removal. Mr. Shweky was also appointed to serve as a member of the Company’s newly formed (a) Search Committee of the Board, (b) Indemnification Committee of the Board, (c) Acquisition Committee of the Board, and (d) Finance Committee of the Board.

OnThere ~~May~~are ~~11,~~no ~~2017, Excel~~related ~~Corporation~~party ~~(the~~transactions ~~“Company”)~~involving ~~appointed~~Mr. anShweky ~~independent~~that ~~committee~~are ~~(the~~reportable ~~“Special~~under ~~Committee”)~~Item ~~of the Board of Directors~~ 404(~~the “Board”~~a) toof ~~conduct~~Regulation anS-K. ~~investigation~~There ~~into~~is ~~certain~~no ofarrangement ~~the~~or ~~Company’s past business practices encompassing~~understanding ~~each~~between ~~of (a) Thomas A~~Mr. ~~Hyde,~~Shweky ~~Jr., the Company’s President~~ and ~~Chief~~any ~~Executive~~other ~~Officer,~~person ~~and~~pursuant ~~(b)~~to ~~Robert~~which LMr. ~~Winspear,~~Shweky ~~the~~was ~~Company’s Chief~~selected ~~Financial~~as ~~Officer,~~a ~~Vice President and Secretary (together with Mr~~director. ~~Hyde,~~There ~~the~~are ~~“Officers”)~~no ~~and~~family ~~certain matters~~relationships ~~relating~~among toany of the Company’s ~~obligations~~directors, ~~under~~executive anofficers ~~existing~~and ~~credit~~Mr. ~~facility~~Shweky. ~~The~~There ~~investigation~~are ~~was~~no ~~performed~~material byplans, ~~the~~contracts ~~Special~~or ~~Committee~~arrangements atto ~~the~~which ~~direction~~Mr. ofShweky ~~the~~is ~~Board,~~a ~~and~~party ~~the~~or ~~Special Committee engaged outside legal counsel to assist it~~ in ~~performing~~which ~~its~~he ~~duties.~~participates ~~On May~~nor ~~15,~~has ~~2017,~~there ~~following~~been ~~the~~any ~~completion~~material ofamendment ~~their investigation, the Special Committee resolved~~ to ~~terminate~~any ~~the Officers~~plan, ~~effective immediately,~~contract ~~and~~or onarrangement by ~~May~~virtue ~~17, 2017, the Company delivered to each~~ of ~~the Officers a letter terminating their employment (the “Termination Letters”)~~Mr. ~~The Officers informed the Company that they disputed the Special Committee~~Shweky’s ~~authority~~appointment. toMr. ~~terminate~~Shweky ~~the Officers,~~is ~~alleging that the termination was not~~ a ~~valid~~current ~~action~~stockholder ~~taken~~of by the Company ~~and refusing to recognize the Termination Letters~~.

On June 4, 2017, the Officers were formally terminated from the Company at a meeting of the Board. At the meeting, the Board voted to terminate the employment of each of the Officers for cause, effective as of May 16, 2017, in accordance with the terms of their respective employment agreements. The ~~Officers~~following ~~are not eligible for, and will not be paid, any severance or other separation payment in connection~~is ~~with~~certain ~~each~~biographical ofinformation ~~their~~regarding ~~respective terminations.~~ Mr. ~~Hyde remains a member of the Board.~~Shweky:

~~Following~~David ~~the meeting~~Shweky, of69, ~~the~~is ~~Board~~a ~~and~~Managing ~~the~~Member ~~subsequent receipt~~ of ~~notice~~Aspen byEntities, ~~the Officers from the Company of their respective terminations~~LLC, ~~the~~an ~~Officers ignored~~employment ~~such~~benefits ~~notice~~insurance ~~and~~firm ~~continued~~he tofounded ~~report~~in toOctober ~~work~~2012. atFrom ~~the~~January 2010 ~~Company’s offices and~~ to ~~act~~November ~~as executive management~~2012, ~~including holding~~he ~~themselves~~served ~~out~~ as ~~such~~a toManaging ~~the~~Member ~~Company’s~~of ~~lenders~~SHK SPL, ~~employees~~LLC, ~~and~~an ~~third~~insurance ~~parties. The Company disagreed with the Officers’ position~~ and ~~took~~employee ~~the~~benefits ~~position~~firm. ~~that~~Prior ~~the actions taken by the Special Committee and the Board~~ to ~~terminate the Officers were valid~~then, ~~and~~he ~~enforceable.~~ran OnMerit ~~June 4~~Enterprises, ~~2017~~LLC, ~~the~~a ~~Company~~real ~~filed~~estate anfirm, ~~Application~~ for ~~Temporary~~approximately ~~Restraining~~ten ~~Order~~years ~~(the~~and, ~~“TRO”)~~prior ~~against the~~to ~~Officers~~then, inwas ~~the~~a ~~134th~~principal ~~Judicial District in the District Court~~ of ~~Dallas~~Davos ~~County~~Enterprises, a ~~Texas~~promotional ~~(the~~product ~~“District~~firm ~~Court”), which~~involving ~~the~~products ~~District~~such ~~Court~~as ~~entered to~~bags, ~~among~~watches ~~other~~and ~~things~~mugs, ~~preserve~~which ~~the~~advertised ~~status quo between~~ the ~~parties~~names ~~pending~~of aFortune ~~temporary~~500 ~~injunction~~firms, ~~hearing~~for ~~(the~~over ~~“Injunction~~twenty ~~Hearing”)~~years. AtSince ~~that preliminary hearing~~1997, ~~the~~Mr. ~~District~~Shweky ~~Court~~has ~~ordered~~also ~~that~~served ~~the~~in ~~Officers~~a ~~continue to~~voluntary ~~act~~position as ~~officers of~~ the ~~Company~~president ~~until~~of ~~the~~Yeshivat ~~Injunction~~Or ~~Hearing~~HaTorah, a ~~and~~boys ~~that~~high ~~until~~school ~~the Injunction Hearing they continue to carry out their responsibilities~~ in ~~their roles~~Brooklyn, ~~subject~~New ~~to certain restrictions set forth in the TRO~~York.

OnAmong ~~June~~other 19experiences, ~~2017~~ qualifications, ~~the District~~attributes ~~Court~~and ~~held~~skills, ~~the Injunction Hearing~~Mr. ~~On June 20, 2017, the District Court (a) granted the Company~~Shweky’s ~~application~~leadership ~~for a temporary injunction against the Officers (the “Injunction”),~~ and ~~(b)~~business ~~found~~experience ~~that~~led the Board terminated both Officers’ employment agreements and removed both Officers from their positions as officers of the Company. The Injunction also enjoins the Officers from, among other things: (a) coming within 100 feet of any property owned, leased or occupied by the Company; (b) accessing any Company computer systems equipment, bank accounts or other assets; and (c) holding themselves out as employees or officers of the Company to ~~any regulators, investors, shareholders, employees, customers, suppliers, lenders or vendors of~~ the ~~Company. The~~conclusion ~~District Court found, among other things, that prior actions~~ of the ~~Officers in connection with an existing credit facility~~Board ~~violated the Officers’ fiduciary duties (including the duty of loyalty) and~~ that ~~the~~he ~~actions~~is ~~taken~~qualified byto ~~the~~serve ~~Board~~as ~~terminating the Officers and removing their officer titles were lawful actions under the Company’s bylaws. The District Court set the date for~~ a ~~full~~director ~~trial on the merits~~ of the Company~~’s claims against the Officers for March 2018~~.

~~The~~Item ~~Company plans to shortly commence an executive search to locate and vet potential candidates to fill the positions of Chief Executive Officer and Chief Financial Officer~~8. ~~In the interim, Ruben Azrak, the Company’s Chairman of the Board, will perform certain management oversight functions of the Company~~01. ~~Mr.~~Other ~~Azrak will also be actively involved in the Company’s accelerated executive search process~~Events.

On August 10, 2017, the Board set September 28, 2017 as the date for the Company’s 2017 Annual Meeting of Stockholders (cthe “Annual Meeting”) . The Board has also set the close of business on September 7, 2017 as the record date for determining stockholders entitled to receive notice of and to vote at the Annual Meeting.

On June 4, 2017, the Board also appointed current director Karl Power to serve as the Company’s interim Chief Executive Officer and Secretary. Mr. Power, 56, has served as a director of the Company since November 2015, and was appointed as a director of the Company in connection with the acquisition by the Company of the U.S. assets of Calpian Inc. Mr. Power currently works as a consultant to a number of start-up entities. From August 2011 until its sale in November 2016, Mr. Power was Chairman, CEO and CFO of Active In Home Therapy, a health care services provider. Prior to that, Mr. Power was a partner at Robertson Stephens LLC, an investment bank, where he was co-founder of the London office and helped oversee the bank’s growth to over $100 million in revenues in a span of five years. Mr. Power currently serves on the board of directors of MoneyOnMobile, Inc. (OTCQX:MOMT).

In connection with his appointment as interim Chief Executive Officer and Secretary, the Company and Mr. Power entered into an employment agreement (the “Employment Agreement”). The Employment Agreement has an initial term of 60 days, and automatically renews for successive 30-day terms unless either party gives notice of non-renewal within 30 days of expiration of the then current term, subject to earlier termination in accordance with the terms of the Employment Agreement. Under the terms of the Employment Agreement, Mr. Power will receive a base salary at a rate of $29,166.67 per month.

The Company or Mr. Power may terminate the Employment Agreement upon 30 days’ prior written notice for any reason, and the Chairman of the Board may terminate Mr. Power’s employment with the Company at any time upon written notice, and such termination shall be effective as of the date of termination provided in such notice (the “At-Will Termination”). Upon the At-Will Termination, Mr. Power is entitled to his accrued but unpaid salary, any pre-approved and reasonable travel and entertainment business expenses accrued but unpaid and any accrued but unused vacation. In the event of Mr. Power’s death, Mr. Power’s family shall continue to be covered by all of the Company’s medical, health and dental plans in effect at such time, at the Company’s expense, for a period of at least six months following Mr. Power’s death in accordance with the terms of such plans. The Employment Agreement also contains non-competition and similar covenants which are in effect during Mr. Power’s employment with the Company and for a period of 12 months following the termination of his employment under the Employment Agreement.

Mr. Power is entitled to be reimbursed for all pre-approved and reasonable travel and entertainment expenses incurred by him in connection with the performance of his duties under the Employment Agreement, including reimbursement for attending out-of-town meetings of the Board of Directors in accordance with such procedures as the Company may from time to time establish for senior officers. Mr. Power shall also be entitled to participate in such employee benefit plans or programs of the Company established and amended from time to time, and is eligible to receive all medical, dental and other benefits to the same extent as provided to other senior management employees.

If the Company combines, consolidates or merges into, transfers all or substantially all of its assets to, or enters into a partnership or joint venture with, another corporation or other entity, or effects any other kind of corporate combination (each, a “Change in Control”), the Employment Agreement requires any entity resulting from such Change in Control, or to which such assets are transferred, to assume the Employment Agreement.

There are no other arrangements or understandings pursuant to which Mr. Power was selected as the Company’s interim Chief Executive Officer and Secretary. There are no family relationships among any of the Company’s directors, executive officers, and Mr. Power, and there are no related party transactions between the Company and Mr. Power reportable under Item 404(a) of Regulation S-K.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
10.1		Employment Agreement, dated June 4, 2017 by and between Excel Corporation and Karl Power.

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.

	EXCEL CORPORATION
Date: June 22, 2017	By:	/s/ Karl Power
	Name:	Karl Power
	Title:	Chief Executive Officer and Secretary

	EXCEL CORPORATION

	By:	/s/ Karl Power
		Name: Karl Power Title: Interim Chief Exective Officer and Secretary

4Date: August 16, 2017

EXHIBIT INDEX

Exhibit Number		Description
10.1		Employment Agreement, dated June 4, 2017 by and between Excel Corporation and Karl Power.

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