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): September 9, 2009
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CASPIAN SERVICES, INC. |
(Exact Name of Registrant as Specified in its Charter) |
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Nevada | | 000-33215 | | 87-0617371 |
(State or other jurisdiction of incorporation) | | Commission File Number) | | (IRS Employer Identification Number) |
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257 East 200 South, Suite 490, Salt Lake City, Utah |
(Address of principal executive offices) |
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84101 |
(Zip code) |
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(801) 746-3700 |
(Registrant’s telephone number, including area code) |
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N/A |
(Former name of 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | 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 September 9, 2009, the board of directors of Caspian Services, Inc. (the “Company”) reached agreement with certain employees on amendments to their employment agreements, including Kerry Doyle, John Baile and John Scott, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively. The current employment agreements of Mr. Doyle, Mr. Baile and Mr. Scott and certain other employees provide for annual mandatory stock option grants equal to the respective individual’s annual salary divided by the bid price of the Company’s common stock at the time of grant, with the exercise price of such options being based on the bid price for the Company’s common stock at the time of grant. Given the decrease in the Company’s common stock price since the time the employment agreements were entered into, the board of directors believes it to be in the best interest of the Company to negotiate a termination of the mandatory stock option grant provision of the Company’s employment agreements. Therefore, the board of directors of the Company and its employees who are entitled to mandatory stock option grants have agreed to terminate the mandatory stock option grants from their employment agreements effective August 1, 2009 in exchange for a one-time cash payment equal to three months of the individual’s salary. Employees entitled to mandatory grants are entitled to the pro-rata percentage of the grant earned during the current fiscal year prior to August 1, 2009.
In connection with the termination of mandatory grants, Mr. Doyle will receive a one-time payment of $72,000, Mr. Baile will receive a one-time payment of $37,500 and Mr. Scott will receive a one-time payment of $60,000. The total payout to Company employees, including Mr. Doyle, Mr. Baile and Mr. Scott is $256,500.
The amended employment agreements also provide that the employee will be eligible to receive annual cash bonuses in such amounts and at such times as may be approved by the board of directors in its sole discretion.
The description of the amendments to the employment agreements in this Report is only a summary of the amendment and is qualified in its entirety by reference to the form of Addendum # ___ to the Employment Agreement, a copy of which is attached as an exhibit to this Current Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| The information set forth in Item 1.01 is incorporated by reference herein. |
Item 9.01 Financial Statements and Exhibits
| Exhibit 10.1 | Form of Addendum # __ to the Employment Agreement Dated _________ Between Caspian Services, Inc. and ___________. |
SIGNATURE
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.
| CASPIAN SERVICES, INC. |
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Date: September 15, 2009 | By: | /s/ Alexey Kotov |
| | Alexey Kotov, Corporate Secretary |
