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): November 20, 2008
NovaRay Medical, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-52731 | | 16-1778998 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
| | |
| 39655 Eureka Drive, Suite A, Newark, California | | 94560 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 619-9200
(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)) |
TABLE OF CONTENTS
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 20, 2008, at the 2008 Annual Meeting of Stockholders of NovaRay Medical, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved the Company’s 2008 Stock Incentive Plan (the “Plan”). The types of awards authorized under the Plan include without limitation, stock options, restricted stock, restricted stock units, dividend equivalent rights and stock appreciation rights. An aggregate of 3,750,000 shares of the Company’s common stock are initially reserved for issuance under the Plan.
The above description of the Plan is not intended to be complete and is qualified in its entirety by (1) a more detailed description of the terms of the Plan as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2008 (the “Proxy Statement”) which description is incorporated herein by reference, and (2) the Plan, a copy of which was included as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | NovaRay Medical, Inc. 2008 Stock Incentive Plan (incorporated by reference to Appendix A to NovaRay Medical, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2008). |
SIGNATURES
Pursuant to the requirements of the Securities and 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.
| | | | | | | | |
| | | | NovaRay Medical, Inc. |
| | | |
| Dated: November 26, 2008 | | | | By: | | /s/ Jack Price |
| | | | | | Name: | | Jack Price |
| | | | | | Title: | | President and Chief Executive Officer |
EXHIBIT TABLE
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | NovaRay Medical, Inc. 2008 Stock Incentive Plan (incorporated by reference to Appendix A to NovaRay Medical, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2008). |
