UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 13, 2005
RelationServe Media, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
333-119632 43-2053462
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(Commission File Number) (IRS Employer Identification Number)
6700 N. Andrews Avenue, Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices)
(954) 202-6000
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(Registrant's Telephone Number, Including Area Code)
N/A
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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 (see General 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
240.14-12)
/ / 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 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Incentive Stock Plan
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Subject to shareholder approval, on June 21, 2005, the Board of
Directors (the "Board") of RelationServe Media, Inc. (the "Company"), approved
the Company's 2005 Incentive Stock Plan (the "Plan").
Key features of the Plan include the following:
o All directors, employees, consultants, advisors of the
Company and its subsidiaries are eligible to participate in
the Plan. It is a ten-year plan with a 3.3 million share
authorization.
o Both restricted common stock, par value $0.001 per share
("Common Stock") and stock options may be offered under the
Plan.
o Options may be issued as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended,
or as non-qualified stock options.
o The Plan requires stockholder approval in order to:
materially increase the number of shares that may be issued
under the Plan; materially increase the benefits accruing
under the Plan; materially modify the requirements as to
eligibility for participation; decrease the exercise price of
an option to less than 100% of fair market value on the grant
date; or extend the term of the option.
o The Plan is administered by either the Board or by the
Compensation Committee of the Board, which is comprised of at
least two directors.
o Options and restricted Common Stock granted under the Plan
have a maximum term of ten years.
o Unless otherwise determined by the Board or Compensation
Committee at the time of grant, options will be subject to a
vesting period of three years.
o Upon a change in control of the Company, the Board or
Compensation Committee may accelerate the vesting and
exercisability of outstanding options and accelerate the
vesting of outstanding shares of restricted Common Stock. The
Board or Compensation Committee may also determine to
terminate all outstanding options upon notice to the option
holders and payment of fair market value over the exercise
price.
A copy of the Plan is annexed hereto as Exhibit 10.1.
Employment Agreements
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On June 27, 2005, the Company announced that it had entered into an
agreement with Mandee Heller Adler to serve as the Company's Chief Executive
Officer. On July 13, 2005, the Board authorized the Company to execute a
definitive employment agreement with Ms. Adler. The executed agreement provides
that Ms. Adler will be employed as the Company's Chief Executive Officer for an
initial term of three years and provides for renewal for subsequent periods of
two years each. Ms. Adler will receive a base salary of $200,000 per year and be
eligible to earn an annual performance bonus, as determined by the Board.
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Pursuant to the Plan, Ms. Adler also received options to purchase 100,000 shares
of Common Stock, which vest 25% on the date six months following the date of
grant, and 25% on each of the first, second, and third anniversaries of the date
of grant, and 300,000 shares of restricted Common Stock, which vest as to l/3 of
such shares on the date six months following the date of grant, and 1/3 on each
of the first and second anniversary of the date of grant. In addition, if Ms.
Adler is terminated without cause, the Company shall continue to pay Ms. Adler
her current salary for a period of the earlier of twelve months or the
expiration of either her initial term or any renewal term, and all shares of
restricted Common Stock and options granted to Ms. Adler pursuant to the
employment agreement will vest.
A copy of Ms. Adler's Employment Agreement is annexed hereto as
Exhibit 10.2.
On July 13, 2005 the Company's Board of Directors authorized the
Company to enter into employment agreements with Danielle Karp, its President
and Ohad Jehassi, its Chief Operating Officer.
Ms. Karp's agreement provides that she will be employed part time as
the Company's President for an initial term of three years and provides for
renewal for subsequent periods of two years each. Ms. Karp will receive a base
salary of $100,000 per year and an annual increase of at least $25,000 and is
eligible to earn an annual performance bonus, as determined by the Board.
Pursuant to the Plan, Ms. Karp also received options to purchase 100,000 shares
of Common Stock, which vest 25% on the date six months following the date of
grant, and 25% on each of the first, second, and third anniversaries of the date
of grant. Ms. Karp is also be entitled to three (3) months paid maternity leave.
In addition, if Ms. Karp is terminated without cause, the Company shall continue
to pay Ms. Karp her current salary for a period of the earlier of twelve months
or the expiration of either her initial term or any renewal term and all options
granted to Ms. Karp pursuant to the employment agreement will vest immediately.
A copy of Ms. Karp's Employment Agreement is annexed hereto to as
Exhibit 10.3.
Mr. Jehassi's agreement provides that he will be employed as the
Company's Chief Operating Officer for an initial term of three years and
provides for renewal for subsequent periods of two years each. Mr. Jehassi will
receive a base salary of $180,000 per year and be eligible to earn an annual
performance bonus, as determined by the Board. Pursuant to the Plan, Mr. Jehassi
also received options to purchase 100,000 shares of Common Stock, which vest 25%
on the date six months following the date of grant, and 25% on each of the
first, second, and third anniversaries of the date of grant, and 80,000 shares
of restricted Common Stock, which vest as to l/3 of such shares on the date six
months following the date of grant, and 1/3 on each of the first and second
anniversary of the date of grant. In addition, if Mr. Jehassi is terminated
without cause, the Company shall continue to pay him his current salary for a
period of the earlier of twelve months or the expiration of either his initial
term or any renewal term and all shares of restricted Common Stock and options
granted to Mr. Jehassi pursuant to the employment agreement will vest.
A copy of Mr. Jehassi's Employment Agreement is annexed hereto as
Exhibit 10.4.
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Consulting Agreement
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On July 13, 2005, the Company entered into a consulting agreement
("Consulting Agreement") with Stronghurst, LLC ("Consultant"). The Consulting
Agreement is for a term ending on March 13, 2007 and provides that Consultant
will assist the Company in investor relations and shareholder communications, as
well as acquisitions and financial matters.
In exchange for these services the Company issued 750,000 shares of
Common Stock to the principals of Stronghurst, LLC. 375,000 of these shares were
issued on July 13, 2005, the remaining 375,000 of the shares of Common Stock are
currently being held in escrow with 187,500 shares of Common Stock being
released 270 days after the execution of the agreement and the remaining 187,500
shares of Common Stock being released on September 13, 2006. The Company has
agreed to register such shares in its next Registration Statement filed with the
Securities and Exchange Commission. Consultant will also be reimbursed for any
expenses incurred in connection with the Consulting Agreement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The following information is furnished with regard to all securities
sold since the Company's last report filed under this Item 3.02 that were not
registered under the Securities Act of 1933, as amended (the "Securities Act").
The issuances described hereunder were made in reliance upon the exemptions from
the registration set forth in Section 4(2) of the Securities Act or Regulation
D, of the Securities Act.
Subsequent to June 30, 2005, the Company issued 48,515 shares of
Common Stock and 24,257 three (3) year warrants to purchase Common Stock with an
exercise price of $3.50 in exchange for legal services received by the Company.
These shares of Common Stock were issued pursuant to Section 4(2) of the
Securities Act and are restricted securities as defined in the Securities Act.
In connection with a Consulting Agreement with Stronghurst, LLC
described in Item 1.01 above, the Company issued 750,000 shares of Common Stock
to the principals of Stronghurst, LLC. 375,000 shares were issued on July 13,
2005, and the remaining 375,000 shares are currently being held in escrow with
187,500 to be released 270 days after the execution of the agreement and the
remaining 187,500 to be released on September 13, 2006. These shares of common
Stock were issued pursuant to Section 4(2) of the Securities Act and are
restricted securities as defined in the Securities Act.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) Not applicable.
(b) Not applicable.
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(c) Effective July 13, 2005, Ohad Jehassi was appointed to serve as
the Company's Chief Operating Officer. In such capacity, Mr. Jehassi will serve
as the Company's principal operating officer.
Mr. Jehassi was a principal at Initium LLC, a management advisory
firm. Mr. Jehassi joined America Online as a Business Affairs Manager in 2000.
In 2003, Mr. Jehassi was named Director and COO for AOL's Latin America/US
Hispanic Interactive Marketing and Sales operation.
Mr. Jehassi received a BS and MS from Carnegie Mellon University and
an MBA from Harvard Business School.
ITEM 8.01 OTHER EVENTS.
On July 13, 2005, the Company adopted a Code of Conduct and Ethics
applicable to all employees, officers, directors, agents and representatives,
including its principal executive officer, principal financial officer,
principal accounting officer or controller, or other persons performing similar
functions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
b) Exhibits
Exhibit No. Exhibits
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10.1 RelationServe Media, Inc. 2005 Incentive Stock Plan
10.2 Employment Agreement between RelationServe Media, Inc. and
Mandee Heller Adler, dated July 13, 2005
10.3 Employment Agreement between RelationServe Media, Inc. and
Danielle Karp, dated July 13, 2005
10.4 Employment Agreement between RelationServe Media, Inc. and
Ohad Jehassi, dated July 13, 2005
10.5 Consulting Agreement between RelationServe, Inc. and
Stronghurst, LLC, dated June 13, 2005
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 15, 2005 By: /s/ Mandee Heller Adler
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Name: Mandee Heller Adler
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibits
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10.1 RelationServe Media, Inc. 2005 Incentive Stock Plan
10.2 Employment Agreement between RelationServe Media, Inc. and
Mandee Heller Adler, dated July 13, 2005
10.3 Employment Agreement between RelationServe Media, Inc. and
Danielle Karp, dated July 13, 2005
10.4 Employment Agreement between RelationServe Media, Inc. and
Ohad Jehassi, dated July 13, 2005
10.5 Consulting Agreement between RelationServe, Inc. and
Stronghurst, LLC, dated June 13, 2005
14 Code of Ethics
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