UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 18, 2005
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RELATIONSERVE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-119632 43-2053462
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6700 North Andrews Avenue, Fort Lauderdale, Florida, 33309
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 954-202-6000
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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 240.14a-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 July 18, 2005, by written consent, a majority of the holders of common
stock, par value $0.001 per share ("Common Stock") 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 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 was filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities Exchange Commission on July 18,
2005.
Item 8.01. OTHER EVENTS.
On July 18, 2005, the Company issued a press release announcing that the
Company filed an application with the Nasdaq Small Cap Market to make its Common
Stock eligible for listing on Nasdaq. The press release is being filed as an
exhibit to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibits
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10.1 RelationServe Media, Inc. 2005 Incentive Stock Plan
(incorporated by reference to Exhibit 10.1 of the Company's
Current Report on Form 8-K filed with the Securities
Exchange Commission on July 18, 2005).
99.1 Press Release dated July 18, 2005.
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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.
RELATIONSERVE MEDIA, INC.
Dated: July 22, 2005 By: /s/ Mandee Heller Adler
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Name: Mandee Heller Adler
Title: Chief Executive Officer
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