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): | December 7, 2007 |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Incorporation:
On December 7, 2007, a majority of the common stockholders of the Company and the Board of Directors of the Company voted to amend the Company's Articles of Incorporation and increase the number of shares of authorized common stock from eight hundred million (800,000,000) shares to one billion five hundred million (1,500,000,000) shares. The par value of the common stock remains at one tenth of one cent ($0.001).
The text of the Amendment to the Articles of Incorporation is attached to this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.
Amendments to Bylaws:
On December 10, 2007, the Board of Directors of the Company voted to amend the following sections of the Company's Bylaws: (i) Article II, Section I(a), relating to the number of directors to serve on the Board of Directors, and (ii) Article XIII, relating to indemnification of the Company's directors, officers, employees and agents.
The text of the Amendments to the Bylaws is attached to this Form 8-K as Exhibit 10.4 and is incorporated herein by reference.
Item 8.01 Other Events.
Amendment to 2005 Stock Incentive Plan:
On December 7, 2007, a majority of the common stockholders of VIASPACE Inc. (the "Company" or "Corporation") and the Board of Directors of the Company approved an amendment to the Company's 2005 Stock Incentive Plan (the "Amendment").
The Amendment is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Repricing of Stock Options:
On December 7, 2007, a majority of the common stockholders of the Company and the Board of Directors of the Company voted to reprice all outstanding stock options held by all employees and directors and a portion of outstanding stock options held by consultants. The stock options were repriced to the closing price of the Company's common stock on December 7, 2007 which was $0.075 per share. In accordance with the 2005 Stock Incentive Plan, the repriced exercise price to employees that are 10% or greater shareholders is 10% higher, or an exercise price of $0.0825 per share.
Prior to the date of the repricing, all employees, consultants and directors of the Corporation were holding stock options that had exercise prices higher than the current and recent trading prices of the Corporation’s common stock and were out-of-the-money. A majority of the common stockholders and the Board of Directors of the Corporation determined that these out-of-the-money options were not achieving the purposes for which they were intended, and that it was in the best interests of the Corporation that stock options previously granted to employees, consultants and directors be repriced to the current market price in order to provide better performance incentives and more closely align the interests of the Corporation’s employees, consultants and directors with those of the Corporation’s stockholders in maximizing stockholder value.
In accordance with Statement of Financial Accounting Standards, (SFAS) No. 123(R), "Share-Based Payment", Exhibit 10.2 is incorporated herein by reference and presents summary information concerning the repricing of the Company's stock options.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Amendment to 2005 Stock Incentive Plan dated December 7, 2007
10.2 Summary of repricing on December 7, 2007
10.3 Text of Amended Articles of Incorporation
10.4 Text of Amended Bylaws
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. | ||||
| December 13, 2007 | 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 December 7, 2007
Summary of repricing on December 7, 2007
Text of Amended Articles of Incorporation
Text of Amended Bylaws
Exhibit 10.1
VIASPACE Inc.
2005 STOCK INCENTIVE PLAN
Amendment
December 7, 2007
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 December 7, 2007.
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 31,000,000 Shares (the “Maximum Award Shares”); provided, however, that effective as of January 1, 2008 and each January 1 thereafter during the term of the Plan, the Maximum Award Shares will be modified to be 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; provided, further that no such modification shall occur if such calculation would result in a decrease in the Maximum Award Shares. 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.
Exhibit 10.2
Summary of Repricing
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Number of | Remaining | ||||||||||
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Securities | Weighted Average | Contractual Life of | |||||||||
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Underlying Stock | Exercise Price Per | Stock Options | |||||||||
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Options Repriced | Share | Repriced (in Years) | |||||||||
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Executive Officers
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3,500,000 | $ | 0.0793 | 8.7 | ||||||||
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Outside Directors
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4,500,000 | $ | 0.075 | 8.9 | ||||||||
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Employees
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1,211,500 | $ | 0.075 | 8.8 | ||||||||
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Consultants
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312,000 | $ | 0.075 | 8.9 | ||||||||
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Total
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9,523,500 | $ | 0.0766 | 8.8 | ||||||||
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Exhibit 10.3
Text of Amended Articles of Incorporation
Fourth: That the total number of common stock authorized that may be issued by the Corporation is one billion five hundred million (1,500,000,000) shares with a par value of one tenth of one cent ($0.001) per share and ten million (10,000,000) shares of preferred stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.
Exhibit 10.4
Text of Amended Bylaws
Article II, Board of Directors
Section I (a)
The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the Board of Directors or by the shareholders of the Corporation.
Article XIII, Indemnity of Directors, Officers, Employees and Agents
a) To the extent permitted by Nevada state law, the Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation us or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistant Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee, or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
d) Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to indemnification by the Corporation.
e) The intent of this Article is to provide for indemnification and advancement of expenses to the fullest extent permitted by Nevada state law. To the extent that Nevada state law may be amended or supplemented from time to time, this Article shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.