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) February 1, 2005
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Park 80 Plaza East, Saddle Brook, NJ07663
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (201) 226-2060
N/A
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K 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))
ITEM 5.01 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On February 1, 2005, Gillian Wright resigned as a Director of the
Registrant. On that same day, L. William Chiles resigned as Chairman of the
Board of Directors; however, Mr. Chiles will remain as a Director of the
Company.
(d) On February 1, 2005, the Registrant's Board of Directors appointed
David Levine, Thomas Cornish and Carlos Fernandez as Directors of the Company to
fill vacancies on the Board of Directors created by the above resignation and an
increase in the number of members on the Board of Directors from four (4) to
nine (9).
Mr. Levine will take Mr. Chiles' place as Chairman of the Board of
Directors. Mr. Cornish has been named as Chairman of the Compensation
Committee. Mr. Fernandez has been named as Chairman of the Audit Committee.
Mr. Chiles will assume the role of Chairman of the New Initiatives Committee.
Mr. Cornish is the President of Seitlin Insurance, which the Registrant has
authorized to place a competitive bid to provide insurance for the real estate
development project of Tierra Del Sol Resort, Inc., a subsidiary of the
Registrant.
The Registrant plans to enter into compensation arrangements with Messrs.
Levine, Cornish and Fernandez for their services as Directors. As of the filing
of this report, the Registrant has not yet finalized compensation agreements
with the parties.
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.
AMERICAN LEISURE HOLDINGS, INC.
By: /s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Officer
Dated: February 15, 2005