UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 23, 2006
HEALTHEXTRAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31014 52-2181356
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(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 King Farm Boulevard, Rockville, Maryland 20850
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(Address of principal executive offices)
(301) 548-2900
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(Registrant's telephone number, including area code)
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 (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-25(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
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On February 23, 2006, the Compensation Committee of the Board of
Directors of HealthExtras, Inc. awarded 50,000, 30,000, 15,000 and 10,000
restricted shares of HealthExtras, Inc. common stock pursuant to the
HealthExtras, Inc. 2003 Equity Incentive Plan to Messrs. David T. Blair, Michael
P. Donovan, Nick J. Grujich and Thomas M. Farah, respectively. The shares of
restricted stock awarded to Messrs. Blair and Donovan vest in 5 equal annual
installments, beginning on February 23, 2007. The shares of restricted stock
awarded to Messrs. Grujich and Farah vest in 4 equal annual installments,
beginning on February 23, 2007. The Form of Restricted Stock Award Agreement for
the HealthExtras, Inc. 2003 Equity Incentive Plan is attached hereto as Exhibit
10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Businesses Acquired: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Shell Company Transactions: Not applicable
(d) Exhibits
Number Description
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10.1 Form of Restricted Stock Award 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.
Dated: February 28, 2006 By: /s/ Michael P. Donovan
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Michael P. Donovan
Chief Financial Officer and
Chief Accounting Officer
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