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) June 6, 2006
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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 June 6, 2006, the stockholders of HealthExtras, Inc. (the "Company")
approved the HealthExtras, Inc. 2006 Stock Incentive Plan (the "2006 Plan"). The
maximum number of shares of common stock that may be issued pursuant to awards
granted under the 2006 Plan is 1,500,000, subject to reduction depending on the
type of awards granted. Employees, directors and independent contractors of the
Company or its affiliates are eligible to participate in the 2006 Plan. The
terms of the 2006 Plan were previously disclosed in, and a copy of the 2006 Plan
was contained as an appendix to, the Company's definitive proxy statement for
its Annual Meeting of Stockholders filed with the Securities and Exchange
Commission on May 1, 2006.
In addition, on June 6, 2006, the Board granted, effective the day
after the Company files a Form S-8 registration statement under the Securities
Act of 1933 relating to the shares of its common stock covered by the 2006 Plan,
2,000 shares of restricted stock pursuant to the 2006 Plan to each of the
following Directors of the Company: Edward S. Civera, Chairman of the Board,
William E. Brock, Steven B. Epstein, Michael R. McDonnell, Dale B. Wolf, and
Kenneth A. Samet. These Directors are not employees of the Company, do not have
a beneficial ownership interest in 10% or more of the Company's common stock (a
"10% Stockholder") and are not officers or employees of a 10% Stockholder (the
"Qualifying Directors"). These shares vest in two equal installments, with the
first installment vesting one year after the effective date and the second
installment vesting on May 31, 2008.
For future years, the Board determined that, unless revised by the
Board, Qualifying Directors are each to be granted restricted stock awards for
2,000 shares of common stock on June 1, 2007 and each subsequent June 1.
One-half of the shares covered by these awards would vest on the following May
31, and the other one-half would vest on the May 31 two years after the grant
date.
Vesting of restricted stock awards would be accelerated in the event of
the death or retirement of a Director or the Director ceases to serve as a
Director following a change in control of the Company as defined in the 2006
Plan.
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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: June 12, 2006 By: /s/ Michael P. Donovan
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Michael P. Donovan
Chief Financial Officer
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