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): | February 13, 2006 |
VIASPACE Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Nevada | 333-110680 | 76-0742386 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2400 Lincoln Ave., Altadena, California | 91001 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 626-296-6310 |
Not Applicable
______________________________________________
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 February 13, 2006, the Board of Directors of the Company amended and replaced the 2005 Non-Employee Director Option Program (the "2005 Program") with the 2006 Non-Employee Director Option Program (the "2006 Program"). The 2005 Program was orginally adopted along with the 2005 Stock Incentive Plan on October 20, 2005. On February 13, 2006, the 2006 Program was approved by a majority of shareholders of the Company by written consent, in accordance with the Company's Articles of Incorporation and Bylaws pursuant to State of Nevada law.
A copy of the 2006 Program is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
A 2006 Compensation Package for Outside Members of the Board of Directors which incorporates the 2006 Program approved by the Board of Directors is attached to this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 2006 Non-Employee Director Option Program
10.2 2006 Compensation Package for Outside Members of the Board of Directors
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. | ||||
| February 16, 2006 | By: | Stephen J. Muzi | ||
| Name: Stephen J. Muzi | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
10.1 | 2006 Non-Employee Director Option Program | |
10.2 | 2006 Compensation Package for Outside Members of the Board of Directors |
