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): September 18, 2008
DIGITAL ANGEL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
| DELAWARE | | 0-26020 | | 43-1641533 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
490 VILLAUME AVENUE
SOUTH ST. PAUL, MINNESOTA
| | 55075 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:651-455-1621
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 18, 2008, Digital Angel Corporation (the “Company”) approved amendments to certain options (“Amendments”) previously granted to employees of the Company including Joseph Grillo, the Company’s Chief Executive Officer and President, and Parke Hess, the Company’s Chief Operating Officer. The options granted to Mr. Grillo on January 3, 2008 to purchase 550,000 shares and on January 30, 2008 to purchase 218,965 shares and the option originally granted to Mr. Hess on March 24, 2008 to purchase 300,000 shares originally provided for vesting in five equal annual installments. The Amendments revised the vesting period from five years to three years.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Amendment to Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 10.1 | | Form of Amendment to the Option Agreement |
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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.
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| | | DIGITAL ANGEL CORPORATION |
| Date: September 23, 2008 | | | | |
| | | By: | | /s/ Lorraine M. Breece |
| | | | | |
| | | | | Name: Lorraine M. Breece |
| | | | | Title: Senior Vice President and Chief Financial Officer |
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Exhibit Index
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| Exhibit No. | | Description of Exhibit | | Page |
| 10.1 | | Form of Amendment to the Option Agreement | | |
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