UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 22, 2006 (September 20, 2006)
NOVINT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  000-51783
(Commission File Number) 		  85-0461778
(IRS Employer
Identification Number)
4109 Bryan Avenue, NW
Albuquerque, New Mexico 87114
(Address of principal executive offices)
Registrant’s telephone number, including area code: (866) 298-4420
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).
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 CFR240.14a-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 240.13(e)-4(c))
 
 

 

 

Item 1.01    Entry into a Material Definitive Agreement
     The following discussion provides only a brief description of the document described below. The discussion is qualified in its entirety by the full text of the agreement, which is attached to this Current Report on Form 8-K as an exhibit.
     On September 20, 2006 the Board of Directors of Novint Technologies, Inc. (the “Company”) appointed V. Gerald Grafe to serve as a director of the Company. In connection with Mr. Grafe’s appointment to the Board of Directors, the Company and Mr. Grafe entered into a Board of Director’s Agreement (the “Agreement”) providing that Mr. Grafe will be compensated for each year of service, at his election, either (i) shares of the Company’s common stock having an aggregate fair market value of $15,000 or (ii) options to purchase common stock of the Company having an aggregate fair market value of $15,000 with an exercise price equal to the fair market value at the time of the option grant. Mr. Grafe will also receive shares or options in the manner described above having an aggregate fair market of $1,000 for each meeting of the Board of Directors Mr. Grafe attends. The Agreement also provides that the Company shall indemnify Mr. Grafe, to the fullest extent permitted by the Delaware General Corporation Law, against all claims and actions brought against him by reason of the fact that he is or was a director of the Company and shall keep Directors and Officers insurance in the amount of $1,000,000.
Item 5.02       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(a) Resignation of Directors
     Effective September 20, 2006, Ed Barsis resigned as a member of the Company’s Board of Directors. There were no disagreements between or among Mr. Barsis and the Company or any officer or director of the Company.
(c) Appointment of Directors
     Effective September 20, 2006, V. Gerald Grafe was appointed as a member of the Company’s Board of Directors. Mr. Grafe is a shareholder and practicing attorney at the law firm Hisey Grafe, P.C. (the “Firm”), which represents the Company on intellectual property and other related matters. The Company incurred $56,014.71, $28,765.77 and $51,586.63 in legal fees with the Firm in 2004, 2005 and 2006, respectively. Mr. Grafe will serve as a director in his individual capacity, and not as a representative of the Firm. Mr. Grafe and the Company will both make their best efforts to keep all service as a director, and compensation therefor, separate from service as legal counsel, and compensation therefor. There are no transactions or relationships between the Company and Mr. Grafe in which Mr. Grafe had or is to have a direct or indirect material interest other than those described herein.
Item 9.01    Financial Statements and Exhibits
     
Exhibit No   Item
10
  Board of Directors Agreement

 

 

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.
         
 
NOVINT TECHNOLOGIES, INC.
  		   
By:   /s/ Tom Anderson      
  Tom Anderson,      
  Chief Executive Officer and President
Dated: September 22, 2006  		   

 

 

EXHIBIT 10
Novint Board of Directors
1.   Background.
1.1.   Novint Technologies, Inc. (“ Novint ”) has requested that V. Gerald Grafe serve as a director of Novint.
 
1.2.   This document sets forth some of the terms of such service, including compensation and indemnification, and documents Novint’s acknowledgement of some of the issues associated with a lawyer who represents the Company also serving as a director.
2.   Indemnification and Insurance.
2.1.   As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “ General Corporation Law ”), Novint’s Certificate of Incorporation includes a provision that eliminates its director’s personal liability for liable for monetary damages for breach of a director’s fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or (iii) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of the indemnity provided by the General Corporation Law shall not adversely affect any limitation on the personal liability of Mr. Grafe.
 
2.2.   Novint shall, to the fullest extent permitted by the Delaware General Corporation Law, indemnify Mr. Grafe against all claims and actions against him by reason of the fact that he is or was a director of Novint. If the General Corporation Law is amended to provide narrower rights to indemnification than are available under the registrant’s Bylaws, such amendment shall not apply to alleged actions or omissions that precede the effective date of such amendment. Novint’s Bylaws permit it to indemnify its employees and agents to the fullest extent permitted by the General Corporation Law.
 
2.3.   Novint has in force D&O insurance in the amount of one million dollars ($1,000,000), and will keep such insurance in force and will not reduce the coverage or limits, or increase the deductible, of such insurance.
3.   Compensation and Reimbursement.
3.1.   Novint will reimburse Mr. Grafe for reasonable and actual expenses incurred in the performance of his duties as a director, provided that such expenses are authorized by Novint before the expense is incurred.
 
3.2.   Novint shall not compensate Mr. Grafe for service as a director except as specifically set forth herein. On Sept. 20, 2006, and on Sept. 20 of each succeeding year during which Mr. Grafe continues to serve as a director, Novint will grant to Mr. Grafe, at his election, either (i) shares of Novint common stock having an aggregate fair market value of US$15,000, or (ii) options to purchase common stock having an aggregate fair market value of US$15,000 with an exercise price equal to the fair market value at the time of the option grant. The stock or options will be vested at issuance. If Mr. Grafe ceases service as director for any reason or no reason, Novint will issue to Mr. Grafe a stock or option grant for any partial year of service pro-rated based on the number of months served that year. Further, contemporaneously with each meeting of the board of Directors that Mr. Grafe attends, Novint will grant to Mr. Grafe, at his election, either (i) shares of Novint common stock having an aggregate fair market value of US$1,000, or (ii) options to purchase common stock having an aggregate fair market value of US$1,000 with an exercise price equal to the fair market value at the time of the option grant. The stock or options will be vested at issuance. All shares granted, and shares

 

 

    underlying options granted, pursuant to this section shall be included by Novint in any registration of shares of Novint stock.
4.   Attorney-client Relationship.
4.1.   Mr. Grafe will serve as a director in his individual capacity, and not as a representative of Hisey Grafe, P.C., of which firm Mr. Grafe is a shareholder and practicing attorney.
 
4.2.   Hisey Grafe, P.C., does not represent Novint as general corporate counsel, and does not advise Novint as to corporate compliance and corporate governance matters. Hisey Grafe, P.C., currently represents Novint on intellectual property and other related matters, and that representation shall not be advantaged or disadvantaged by Mr. Grafe’s service as a director.
 
4.3.   Novint understands that information disclosed to Mr. Grafe in his capacity as a director may not be protected under attorney-client privilege, and that all information disclosed to Mr. Grafe may not be protected under attorney-client privilege. Mr. Grafe and Novint will both make their best efforts to keep all service as a director, and compensation therefor, separate from service as legal counsel, and compensation therefor. Novint further understands that Mr. Grafe’s service as a director may increase the chance that Hisey Grafe, P.C., would be disqualified from representing Novint in certain disputes, bankruptcy proceedings, or litigation.
 
4.4.   Mr. Grafe has no special knowledge or expertise in securities law or accounting practices, and Novint will not look to him, as director or as counsel, for advice concerning such matters.
5.   This Agreement embodies the entire contract between the parties concerning Mr. Grafe’s service as a director and supersedes any and all prior agreements and understandings, written or oral, formal or informal. No extensions, changes, modifications or amendments to or of this Agreement of any kind whatsoever, which shall be made or claimed by Mr. Grafe or Novint shall have any force or effect whatsoever unless the same be endorsed in writing and signed by Mr. Grafe and Novint.
 
6.   This Agreement may be executed in any number of counterparts and each such counterpart shall be an original instrument, but all counterparts together shall constitute one agreement.
               
Novint
      V. Gerald Grafe    
 
           
/s/ Tom Anderson
  Sep 20, 2006   /s/ V. Gerald Grafe   Sep 20, 2006
 
           
Tom Anderson
  Date       Date
CEO and chairman of the board