UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | April 4, 2008 |
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 8.01 Other Events.
On February 14, 2008, a majority of the common stockholders of the Company 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. This Exhibit 10.1 replaces the incorrect Amendment attached as Exhibit 10.2 to Form 8-K filed on February 21, 2008.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Amendment to 2005 Stock Incentive Plan dated February 14, 2008.
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. | ||||
| April 4, 2008 | 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 February 14, 2008
Exhibit 10.1
VIASPACE Inc.
2005 STOCK INCENTIVE PLAN
Amendment
February 14, 2008
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 February 14, 2008.
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 99,000,000 Shares (the “Maximum Award Shares”); provided, however, that effective as of January 1, 2009 and each January 1 thereafter during the term of the Plan, the Maximum Award Shares will be modified to be equal to 30% 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.