UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): DECEMBER 13, 2005
CATCHER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-50299 62-0201385
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
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39526 CHARLESTOWN PIKE
HAMILTON, VIRGINIA 20158
(Address of Principal Executive Offices, including zip code)
(540) 882-3087 (Registrant's telephone
number, including area code)
N/A
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
RESTRICTED STOCK GRANTS TO CHIEF FINANCIAL OFFICER AND NON-EMPLOYEE DIRECTORS
On December 13, 2005, the Board of Directors (the "Board") of Catcher Holdings,
Inc., a Delaware corporation (the "Company"), approved the grant of restricted
shares of the Company's Common Stock (the "Restricted Shares") outside of the
Company's 2005 Stock Incentive Plan to Jeff Gilford, the Company's Chief
Financial Officer, and Harry Casari, Clay Foushee, Jr., and Cathal Flynn, the
non-employee members of the Board (the "Non-Employee Directors").
Each grant of the Restricted Shares was approved to be effective on the first
business day following the filing and effectiveness of a Registration Statement
on Form S-8 to register the grant of the Restricted Shares. None of the
Restricted Shares will be granted until after the filing and effectiveness of
such Registration Statement.
In connection with the grants, the Company and each of Mr. Gilford and the
Non-Employee Directors will enter into a Restricted Stock Award Agreement.
Pursuant to the Restricted Stock Award Agreement to be entered with Mr. Gilford,
Mr. Gilford will receive 100,000 Restricted Shares. 50,000 of the Restricted
Shares will vest on June 16, 2006 and 50,000 of the Restricted Shares will vest
on June 16, 2007.
The Restricted Stock Award Agreement with Mr. Gilford provides that, in the
event that Mr. Gilford's continuous service is terminated (a) as a result of Mr.
Gilford's death or disability or (b) by the Company other than for cause, then
100% of the Restricted Shares automatically shall become vested immediately
prior to the date of such termination of continuous service. In the event that
Mr. Gilford's continuous service is terminated for any reason (other than
termination as the result of death or disability or termination by the Company
other than for cause), any unvested Restricted Shares held by the Grantee
immediately following such termination of continuous service shall be deemed
reconveyed to the Company and the Company shall thereafter be the legal and
beneficial owner of the Restricted Shares and shall have all rights and interest
in or related thereto without further action by the grantee.
Pursuant to the Restricted Stock Award Agreement to be entered into with each
Non-Employee Director, each of the Non-Employee Directors will receive 60,000
Restricted Shares. 20,000 of the Restricted Shares will vest on January 5, 2007,
20,000 of the Restricted Shares will vest on January 5, 2008 and 20,000 of the
Restricted Shares will vest on January 5, 2009.
Each of the Restricted Stock Award Agreements with the Non-Employee Directors
provides that, in the event the grantee's continuous service is terminated for
any reason (including death or disability), any unvested Restricted Shares held
by the grantee immediately following such termination of continuous service will
be deemed reconveyed to the Company and the Company will thereafter be the legal
and beneficial owner of the Restricted Shares and shall have all rights and
interest in or related thereto without further action by the grantee.
INDEMNIFICATION AND REIMBURSEMENT ARRANGEMENT WITH PRESIDENT AND CHIEF EXECUTIVE
OFFICER
On December 13, 2005, the Board approved an indemnification arrangement with the
Company's President and Chief Executive Officer, Charles Sander, who is also a
director. Under the arrangement, in exchange for Mr. Sander's agreement that the
Company and its subsidiary may continue to use Mr. Sander's residence as an
office, the Company's subsidiary has agreed to indemnify and defend each of Mr.
Sander, his spouse and all other family members residing at, and each other
person visiting or who is a guest at, Mr. Sander's residence, and each of their
heirs, administrators and representatives, from and against claims and losses of
any nature whatsoever, including, without limitation, losses from personal
injury, death and property damage, arising out of the use or alleged use of Mr.
Sander's residence as an office of the Company or its subsidiary. The Company
currently carries commercial liability insurance on Mr. Sander's personal
residence for business-related liability and property loss.
In addition, on December 13, 2005, the Board authorized the Company's subsidiary
to reimburse Mr. Sander his out-of-pocket expenses for the use of Mr. Sander's
residence as an office of the Company and its subsidiary for as long as such use
continues.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Description of Indemnification and Reimbursement Arrangement with
Charles Sander.
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.
CATCHER HOLDINGS, INC.
December 19, 2005 By: /s/ Charles Sander
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Charles Sander
President and Chief Executive Officer
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