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): | May 23, 2006 |
VIASPACE Inc.
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(Exact name of registrant as specified in its charter)
| Nevada | 333-110680 | 76-0742386 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 171 North Altadena Drive, Suite 101, Pasadena, California | 91107 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 626-768-3360 |
Not Applicable
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Former name or former address, if changed since last report
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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2006, the Board of Directors of the Company approved an amendment to the Company's 2005 Stock Incentive Plan (the "Amendment"). The Amendment was approved by written consent of the holders of a majority of the Company's outstanding stock, in accordance with the Company's Articles of Incorporation and Bylaws and pursuant to State of Nevada law.
A copy of the Amendment is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Amendment to 2005 Stock Incentive Plan dated May 18, 2006
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.
| VIASPACE Inc. | ||||
| May 23, 2006 | By: |
Stephen J. Muzi
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| Name: Stephen J. Muzi | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Amendment to 2005 Stock Incentive Plan dated May 18, 2006
Exhibit 10.1
VIASPACE INC.
2005 STOCK INCENTIVE PLAN
Amendment
May 18, 2006
This AMENDMENT (this “ Amendment ”) TO THE 2005 STOCK INCENTIVE PLAN OF VIASPACE INC. (the “2005 Plan”) is effective as of the date set forth above, pursuant to authority reserved in Section 13 of the 2005 Plan and the resolutions of the Board of Directors of VIASPACE Inc. (the “Company”) adopted on May 18, 2006.
NOW, THEREFORE , the 2005 Plan is hereby amended as follows:
1. AMENDMENT TO SECTION 3(a) OF THE 2005 PLAN. Section 3(a) of the 2005 Plan is deleted in its entirety and is replaced with the following:
3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is 28,000,000 Shares which aggregate number of shares, automatically and without further action, shall increase, effective as of January 1, 2007 and each January 1 thereafter during the term of the Plan, by an additional number of shares of Common Stock equal to 10% percent of the total number of shares of Common Stock issued and outstanding as of the close of business on the immediately preceding December 31, which is the last day of the Company’s fiscal year. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.
2. MISCELLANEOUS . Except as expressly set forth in this Amendment, all of the terms and provisions of the 2005 Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has adopted this Amendment as of the 18 day of May, 2006.
VIASPACE INC.
By: /S/ CARL KUKKONEN
Name: CARL KUKKONEN
Title: CEO