SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JULY 24, 2000
dreamlife, inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-15586 52-1373960
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
425 WEST 15TH STREET, SUITE 3R, NEW YORK, NEW YORK 10011
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 313-9400
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On July 24, 2000, dreamlife, inc. ("Dreamlife") entered into an offer
letter (the "Lund Offer Letter") and a letter agreement with respect to
registration rights (the "Registration Rights Agreement") with Peter A. Lund,
Dreamlife's new Chief Executive Officer, in connection with Mr. Lund's
compensation.
The Lund Offer Letter provides for annual base salary to Mr. Lund of
$300,000, subject to change at the discretion of the Board. The agreement also
provides for a discretionary bonus that may be granted as determined by the
Board and a deferred bonus of up to $3,000,000 payable in a lump sum on May 22,
2003, the third anniversary of the start of Mr. Lund's service as Chief
Executive Officer. The deferred bonus vests with respect to 33 1/3% of the full
bonus amount on May 22, 2001, the first anniversary of the start of Mr. Lund's
service, and an additional 5.55% of the full bonus amount at the end of each
following month until fully vested. The vesting of the deferred bonus
accelerates (a) with respect to up to 25% of the full bonus amount if a change
in control occurs with respect to Dreamlife and (b) with respect to the
remaining unvested portion if Mr. Lund is terminated other than for cause prior
to May 22, 2002. The agreement also contains confidentiality and non-competition
provisions prohibiting Mr. Lund from competing against Dreamlife and disclosing
trade secrets and other proprietary information.
Dreamlife also plans to grant to Mr. Lund, subject to the effectiveness
of a proposed amendment to the 1999 Employee Stock Option Plan, a ten-year
non-statutory stock option under Dreamlife's 1999 Employee Stock Option Plan to
purchase up to 2,400,000 shares of Dreamlife's common stock at $5.20 per share.
Such option will vest, based on continued service to Dreamlife, as to 800,000
shares on May 22, 2001, and as to an additional 132,000 shares at the end of
each following month until such option is fully vested in June 2002.
As an inducement to Mr. Lund, CYL Development Holdings, LLC, a 19.1%
shareholder of Dreamlife, has granted to Mr. Lund an option to purchase up to
100,000 shares of Dreamlife common stock held by CYL Development Holdings, LLC.
Such option is exercisable for a period of five years commencing on May 21, 2000
at an exercise price of $4.75 per share. Dreamlife has granted to Mr. Lund
piggyback registration rights with respect to the resale of the shares
underlying the options pursuant to the terms of the Registration Rights
Agreement.
ITEM 7. EXHIBITS.
EXHIBITS DESCRIPTION
10.1 Offer letter by and between Peter A. Lund and
dreamlife, inc. dated July 24, 2000.
10.2 Letter agreement regarding registration rights by and
between Peter A. Lund and dreamlife, inc. dated July
24, 2000.
SIGNATURE
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 thereunto duly authorized.
DREAMLIFE, INC.
Dated: July 25, 2000 By: /s/ PHILICIA G. LEVINSON
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Philicia G. Levinson
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Offer letter by and between Peter A. Lund and
dreamlife, inc. dated July 24, 2000.
10.2 Letter agreement regarding registration rights by and
between Peter A. Lund and dreamlife, inc. dated July
24, 2000.