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
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| Date of Report (Date of Earliest Event Reported): | | November 18, 2008 |
Pet DRx Corporation
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-51596 | 56-2517815 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 215 Centerview Drive, Suite 360, Brentwood, Tennessee | | 37027 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 615-369-1914 |
Not Applicable
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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:
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Gene E. Burleson’s appointment as Chief Executive Officer of Pet DRx Corporation (the "Company") (as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2008), the Compensation Committee of the Company’s Board of Directors approved a compensation arrangement for Mr. Burleson on November 18, 2008, the terms of which will be set forth in an employment agreement entered into between the Company and Mr. Burleson with an effective date of November 18, 2008.
Under this employment agreement, Mr. Burleson will receive an annual base salary of $360,000 for serving as the Company’s Chief Executive Officer and also will be eligible to receive a bonus for the year 2008 in an amount and based on criteria to be determined by the Compensation Committee of the Board. Mr. Burleson also received a grant of options to purchase 315,472 shares of the Company’s common stock (the "Common Stock") on November 18, 2 008. The stock options will have a term of ten years and will vest and become exercisable in three equal installments as follows: one-third on December 31, 2008, one-third on December 31, 2009 and one-third on December 31, 2009. The exercise price of such options is $1.00 per share, which is equal to the closing price of a share of Common Stock on the Nasdaq Capital Market on the date of grant.
In connection with Harry L. Zimmerman’s appointment as Chief Financial Officer of the Company (as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2008), the Compensation Committee of the Company’s Board of Directors approved a compensation arrangement for Mr. Zimmerman on November 18, 2008, the terms of which will be set forth in an employment agreement entered into between the Company and Mr. Zimmerman with an effective date of November 18, 2008.
Under this employment agreement, Mr. Zimmerman will receive an annual bas e salary of $300,000 for serving as the Company’s Chief Financial Officer and Chief of Business Development and also will be eligible to receive a bonus for the year 2008 in an amount and based on criteria to be determined by the Compensation Committee of the Board. Mr. Zimmerman also received a grant of options to purchase 250,000 shares of the Common Stock on November 18, 2008. The stock options will have a term of ten years and will vest and become exercisable in three equal installments as follows: one-third on December 31, 2008, one-third on December 31, 2009 and one-third on December 31, 2009. The exercise price of such options is $1.00 per share, which is equal to the closing price of a share of Common Stock on the Nasdaq Capital Market on the date of grant.
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.
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| | | Pet DRx Corporation |
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| November 24, 2008 | | By: | | George A. Villasana
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| | | | | Name: George A. Villasana |
| | | | | Title: Executive Vice President, General Counsel & Secretary |
