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) | August 17, 2006 |
| |
MINRAD INTERNATIONAL, INC. |
(Exact name of registrant as specified in its charter) |
|
| | | |
Delaware | 000-49635 | 870299034 |
(State or other jurisdiction of incorporation | (Commission File Number) | (IRS Employer Identification No.) |
|
847 Main Street, Buffalo, New York 14203 |
(Address of principal executive offices) |
|
Registrant's telephone number, including area code: | 716-855-1068 |
|
|
(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 (seeGeneral Instruction A.2. below):
| |
[ ] | 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 August 17, 2006, the Board of Director’s of Minrad International, Inc. granted options to its named executive officers and its directors under the Minrad International, Inc. 2004 Stock Option Plan. The exercise price for each option is $4.23. A portion of each grant may be exercised upon the company achieving the following milestones:
Milestone 1 shall be the date on which the Company’s reported net sales for a quarter equal or exceed $5 million for the first time.
Milestone 2 shall be the date on which the Company’s reported net sales for a quarter equal or exceed $10 million for the first time.
Milestone 3 shall be the date on which the Company’s reported net sales for a quarter equal or exceed $15 million for the first time.
Milestone 4 shall be the day on which the Company achieves cumulative aggregate SabreSource sales/placements of 500 units.
Milestone 5 shall be the date the Company files the NDA for Conscious Sedation.
The following table summarizes the total number of options granted and the number of options exercisable upon the achievement of each milestone:
| | | | | | |
Optionee | Total Grant | OPTION EXERCISABLE UPON ACHIEVEMENT OF MILESTONE |
Milestone 1 | Milestone 2 | Milestone 3 | Milestone 4 | Milestone 5 |
William Burns (CEO) | 845,000 | 84,500 | 126,750 | 211,250 | 211,250 | 211,250 |
William Bednarski (Pres. & CFO) | 150,000 | 7,500 | 22,500 | 37,500 | 45,000 | 37,500 |
Kirk Kamsler (Sr. V.P. Commercial Development) | 100,000 | 20,000 | 20,000 | 30,000 | 20,000 | 10,000 |
John McNierney (Sr. V.P. & CTO) | 100,000 | 10,000 | 10,000 | 15,000 | 25,000 | 40,000 |
Richard Tamulski (Treas.) | 37,500 | 0 | 3,750 | 15,000 | 9,375 | 9,375 |
| | | | | | |
David Digiacinto (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
David Donaldson (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
Donald Farley (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
Duanee Hopper (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
Robert Lifeso (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
John Rousseau (Director) | 15,000 | 1,500 | 2,250 | 3,750 | 3,750 | 3,750 |
The other terms and conditions of the grant are as set forth in the form of Milestone Options Agreement filed as Exhibit 10.1 to this 8-K.
ITEM 9.01 Financial Statements and Exhibits
The form of Milestone Option Agreement is attached as Exhibit 10.1
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.
| | |
| MINRAD INTERNATIONAL, INC. |
| (Registrant) |
| |
| By: | /s/ WILLIAM BEDNARSKI |
| | William Bednarski |
| | President & CFO |
August 23, 2006
EXHIBIT INDEX
| |
Exhibit
Number | Description |
10.1 | Form of Milestone Option Agreement |
