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NEVADA
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20-0452700
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1800
Wyatt Drive, Suite No. 2
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Santa
Clara, CA 95054
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(Address
and zip code of principal executive
offices)
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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:
¨
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))
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Entry
into a Material Definitive Agreement.
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On
August 3, 2006, the Board of Directors of NanoSensors, Inc. (the
“Registrant”) approved the grant of option awards to each of Ted L. Wong,
its Chief Executive Officer and President and Joshua Moser, its Vice
President and Chief Operating Officer, with each award being subject
to
the approval of the Registrant’s stockholders of the adoption of the 2006
Equity Incentive Plan. On July 10, 2006, the Board of Directors of
the
Registrant approved the grant of option awards to Robert Baron in
connection with his election as an independent member of its Board
of
Directors, subject to the approval by the Registrant’s stockholders of the
2006 Equity Incentive Plan. Effective December 13, 2006, the Registrant’s
stockholders approved the adoption of the 2006 Equity Incentive Plan
and
the Registrant’s Annual Meeting of Stockholders. Accordingly, the options
awards to Messrs. Wong, Moser and Baron became effective as of such
date.
The material terms of each of these option awards are summarized
below.
Awards
to Ted L. Wong
In
connection with his entering into the employment agreement with the
Registrant on August 3, 2006, Mr. Wong was awarded two grants of
options,
subject to the approval of the Registrant’s stockholders of the 2006
Equity Incentive Plan, which was obtained on December 13, 2006. The
initial grant consisted of options to purchase 5,000,000 shares of
common
stock, all of which shall vest on the six month anniversary of the
effective date of the employment agreement. The second grant consists
of
options to purchase 13,000,000 shares of common stock, which shall
vest in
equally monthly installments commencing on the six month anniversary
date
of the employment agreement. Both options shall be exercisable for
a
period of ten years at a per share exercise price of $
0.049
,
which was the closing price of the Registrant’s common stock on the
effective date of the employment agreement. Further, all of the options
granted to Mr. Wong will
become
immediately vested and exercisable in accordance with, and subject
to, the
terms and conditions of such plan, in the event of a change of control
of
the Registrant or if Mr. Wong is terminated without cause.
Awards
to Josh Moser
In
connection with his entering into the employment agreement
with
the Registrant on August 3, 2006,
Mr. Moser was awarded two grants of options,
subject
to the approval of the Registrant’s stockholders of the 2006 Equity
Incentive Plan, which was obtained on December 13, 2006.
The
initial grant consisted of options to purchase 4,000,000 shares of
common
stock, all of which shall vest on the six month anniversary of the
effective date of the employment agreement. The second grant consists
of
options to purchase 10,200,000 shares of common stock, which shall
vest in
equally monthly installments commencing on the six month anniversary
date
of the employment agreement. Both options shall be exercisable for
a
period of ten years at a per share exercise price of $0.049, which
was the
closing price of the Registrant’s common stock on the effective date of
the employment agreement. Further, all of the options granted to
Mr. Moser
will become immediately vested and exercisable in accordance with,
and
subject to, the terms and conditions of such plan, in the event of
a
change of control of the Registrant or if Mr. Moser is terminated
without
cause.
Awards
to Robert Baron
On
July 10, 2006, the Board of Directors of Registrant approved the
grant of
2,000,000 options to Mr. Baron in connection with his election to
the
Board of Directors of the Registrant,
subject
to the approval of the Registrant’s stockholders of the 2006 Equity
Incentive Plan, which was obtained on December 13, 2006. These options
are
exercisable
for a period of ten years at an exercise price equal of $0.05 and
vest 50%
on the first anniversary of the issue date and the balance on the
second
anniversary of such date.
In
addition, u
nder
the 2006 Incentive Plan, on the first trading day following the end
of
each fiscal year, each non-employee director receives an automatic
stock
option grant for such number of shares as is equal to the quotient
obtained by dividing the annual cash retainer paid to a non-employee
director during such fiscal year by the fair market value of the
shares on
the grant date (
pro
rata
in
the case the director served for less than the entire year prior
to such
grant date). Pursuant to this formula, Mr. Baron received a grant
of
421,348 options effective on December 13, 2006. These options
are
exercisable
for a period of ten years at an exercise price equal of $0.0178 and
are
immediately vested on the date of grant.
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Exhibit
No.
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Description
of Document
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3.1
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Certificate
of Amendment to Articles of Incorporation.
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10.1
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2006
Equity Incentive Plan (filed as Exhibit B to the Registrant’s definitive
Proxy Statement dated November 10,
2006)
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NANOSENSORS,
INC.
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By:
/s/
Ted L. Wong
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Name:
Ted L. Wong
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Title:
Chief Executive Officer and President
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Date:
December 14, 2006
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Exhibit
No.
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Description
of Document
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3.1
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Certificate
of Amendment to Articles of Incorporation.
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10.1
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2006
Equity Incentive Plan (filed as Exhibit B to the Registrant’s definitive
Proxy Statement dated November 10,
2006)
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