UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 20, 2004
CIROND CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 0-49763 88-0469593
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code (604) 205-5039
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.
By written consent dated September 20, 2004, our Board of Directors adopted the
2004 Stock Option Plan. Our shareholders adopted the 2004 Stock Option Plan by
written consent dated September 21, 2004, which adoption shall be effective 20
days from the date that a definitive information statement is mailed to our
shareholders pursuant to Rule 14c2-(b) promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"1934 Act"). If the definitive information statement is not mailed to our
shareholders by August 31, 2005, any options granted under the 2004 Stock Option
Plan will be rescinded and void.
Pursuant to the 2004 Stock Option Plan, as of September 20, 2004, an aggregate
of 5,281,500 shares of our common stock (the "Available Shares") had been
reserved for issuance pursuant to the exercise of stock options ("Options")
which may be granted to our employees, officers, directors and consultants. The
2004 Stock Option Plan also provides for quarterly adjustments in the number of
Available Shares, to a number equal to 15% of the number of shares outstanding
as of the end of the preceding fiscal quarter or 5,281,500 shares, whichever is
greater. As of September 30, 2004, the Company had 37,060,000 shares of common
stock issued and outstanding and, accordingly, the number of Available Shares
will be adjusted to 5,559,000 shares.
The 2004 Stock Option Plan is designed to (i) induce qualified persons to become
employees, officers, consultants, or directors our company; (ii) reward such
persons for past services to our company; (iii) encourage such persons to remain
in the employ of our company or associated with our company; and (iv) provide
additional incentive for such persons to put forth maximum efforts for the
success of our business.
The 2004 Stock Option Plan will be administered by the Board of Directors (the
"Board"). Transactions under the 2004 Stock Option Plan are intended to comply
with all applicable conditions of Rule 16b-3 under the 1934 Act. In addition to
determining who will be granted Options, the Board has the authority and
discretion to determine when Options will be granted and the number of Options
to be granted. The Board may determine which Options may be intended to qualify
("Incentive Stock Option") for special treatment under the Internal Revenue Code
of 1986, as amended from time to time (the "Code"), or Non-Qualified Options
("Non-Qualified Stock Options") which are not intended to so qualify. The Board
also may determine the time or times when each Option becomes exercisable, the
duration of the exercise period for Options and the form or forms of the
instruments evidencing Options granted under the 2004 Stock Option Plan. The
Board may adopt, amend, and rescind such rules and regulations as in its opinion
may be advisable for the administration of the 2004 Stock Option Plan. The Board
may amend the 2004 Stock Option Plan without shareholder approval where such
approval is not required to satisfy any statutory or regulatory requirements;
provided, however, that the Board may not materially increase the number of
Available Shares (except for allowed quarterly adjustments and as a result of
stock dividends, recapitalizations, stock splits or combinations), materially
increase the benefits accruing to participants under the Plan or materially
modify the eligibility requirements for the participants.
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Grants can be either Non-Qualified Stock Options or Incentive Stock Options, to
the extent that they do not exceed the Incentive Stock Option exercise
limitations, and the portion of an option that exceeds the dollar limitations of
Code Section 422 will be treated as a Non-Qualified Stock Option.
The Board also may construe the 2004 Stock Option Plan and the provisions in the
instruments evidencing options granted under the 2004 Stock Option Plan to
employee and officer participants and is empowered to make all other
determinations deemed necessary or advisable for the administration of the 2004
Stock Option Plan. The Board may not adversely affect the rights of any
participant under any unexercised option or any potion thereof without the
consent of such participant. This Plan will remain in effect until it is
terminated by the Board, except that no Incentive Stock Option will be granted
after September 20, 2014.
The 2004 Stock Option Plan contains provisions for proportionate adjustment of
the number of shares for outstanding options and the option price per share in
the event of stock dividends, recapitalizations, stock splits or combinations.
Participants in the 2004 Stock Option Plan may be selected by the Board from
directors, employees and officers of our company and its subsidiaries and
consultants to our company and its subsidiaries. In determining the persons to
whom options will be granted and the number of shares to be covered by each
option, the Board will take into account the duties of the respective persons,
their present and potential contributions to our success, and such other factors
as the Board deems relevant to accomplish the purposes of the 2004 Stock Option
Plan.
Only employees of our company and its subsidiaries, as the term "employee" is
defined for the purposes of the Code, will be entitled to receive Incentive
Stock Options. Incentive Stock Options granted under the 2004 Stock Option Plan
are intended to satisfy all requirements for incentive stock options under
Section 422 of the Code and the Treasury Regulations thereunder.
Each option granted under the 2004 Stock Option Plan will be evidenced by a
written option agreement between us and the optionee. The option price of any
Incentive Stock Option may be not less than 100% of the Fair Market Value per
share on the date of grant of the option; provided, however, that any Incentive
Stock Option granted under the 2004 Stock Option Plan to a person owning more
than ten percent of the total combined voting power of the common stock will
have an option price of not less than 110% of the Fair Market Value per share on
the date of grant of the Incentive Stock Option. Each Non-Qualified Stock Option
granted under the 2004 Stock Option Plan will be at a price no less than 85% of
the Fair Market Value per share on the date of grant thereof. "Fair Market
Value" per share as of a particular date is defined in the 2004 Stock Option
Plan as the closing price of our common stock as reported on a national
securities exchange or the last transaction price on the NASDAQ System or, if
none, the average of the closing bid and asked prices of our common stock as
reported by NASDAQ or, if such quotations are unavailable, the value determined
by the Board in its discretion in good faith.
The exercise period of Incentive Stock Options granted under the 2004 Stock
Option Plan may
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not exceed ten years from the date of grant thereof. Incentive Stock Options
granted to a person owning more than ten percent of the total combined voting
power of our common stock will be for no more than five years. The Board will
have the authority to modify, extend or renew any outstanding option at such
time and under such circumstances as it, in its sole discretion, deems
appropriate.
To exercise an option, the optionee must pay the full exercise price in cash, by
check or such other legal consideration as may be approved by the Board. Such
other consideration may consist of shares of common stock having a Fair Market
Value equal to the option price or in property or in a combination of cash,
shares, and property, subject to approval of the Board. The Board has the sole
and absolute discretion to determine whether or not property other than cash or
common stock may be used to purchase the shares of common stock thereunder and,
if so, to determine the value of the property received.
An option may not be exercised unless the optionee then is an employee,
consultant, officer, or director of our company or its subsidiaries, and unless
the optionee has remained continuously as an employee, consultant, officer, or
director of our company since the date of grant of the option. If the optionee
ceases to be an employee, consultant, officer, or director of our company or its
subsidiaries other than by reason of death, disability, or for cause, all
options granted to such optionee, fully vested to such optionee but not yet
exercised, will terminate 90 days after the date the optionee ceases to be an
employee, consultant, officer or director of our company.
If the employee is terminated "for cause" (as that term is defined in the 2004
Stock Option Plan), such employee's options will terminate immediately on the
date the optionee ceases employment or association.
If an optionee dies while an employee, consultant, officer or director of our
company, or if the optionee's employment, consultant, officer, or director
status terminates by reason of disability, all options theretofore granted to
such optionee, whether or not otherwise exercisable, unless earlier terminated
in accordance with their terms, may be exercised at any time within twelve
months after the date of death or disability of said optionee, by the optionee
or by the optionee's estate or by a person who acquired the right to exercise
such options by bequest or inheritance or otherwise by reason of the death or
disability of the optionee.
Options granted under the 2004 Stock Option Plan are not transferable other than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or the rules thereunder. Options
may be exercised, during the lifetime of the optionee, only by the optionee and
thereafter only by his legal representative. An optionee has no rights as a
shareholder with respect to any shares covered by an option until the option has
been exercised.
As a condition to the issuance of shares upon the exercise of an option, we will
require the optionee to pay to us the amount of our tax withholding liability
required in connection with such exercise. We, to the extent permitted or
required by law, may deduct a sufficient number of shares due to the optionee
upon exercise of the option to allow us to pay such withholding taxes.
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We are not obligated to advise any optionee of the existence of any tax or the
amount which we will be so required to withhold.
Unless otherwise specified in an optionee's agreement, options granted under the
2004 Stock Option Plan will become vested with the optionee over a two-year
period, with one-sixth of the options vesting every four months, in addition to
any other vesting requirements determined by the Board at the time of grant.
By written consent dated September 22, 2004, our board of directors granted
options to acquire an aggregate of 5,110,000 shares of our common stock,
pursuant to the terms of the 2004 Stock Option Plan. See "Item 3.02 Unregistered
Sales of Equity Securities." The options were granted to officers, directors,
employees and/or consultants, including persons who, as of September 22, 2004,
were to become officers, directors, employees and/or consultants.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
By written consent dated September 20, 2004, our board of directors, in
connection with the adoption of our 2004 Stock Option Plan, discontinued our
2003 Stock Option Plan. No options had been issued under the 2003 Stock Option
Plan. There were no early termination penalties incurred by us in connection
with the discontinuance of the 2003 Stock Option Plan.
The 2003 Stock Option Plan had been adopted by our board of directors by written
consent dated October 3, 2003. The terms of the 2003 Stock Option Plan were
similar to the terms of the 2004 Stock Option Plan (see "Item 1.01 Entry into a
Material Definitive Agreement"), except an aggregate of 3,521,000 shares of our
common stock were reserved for issuance under the 2003 Stock Option Plan and the
2003 Stock Option Plan provided for quarterly adjustments in the number of
available shares to a number equal to 10% of the number of shares outstanding as
of the end of the preceding fiscal quarter or 1,616,000 shares, whichever was
greater.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
STOCK OPTIONS
By written consent dated September 22, 2004, our board of directors granted
options to acquire an aggregate of 5,110,000 shares of our common stock,
pursuant to the terms of the 2004 Stock Option Plan. See "Item 1.01 Entry into a
Material Definitive Agreement." The options were granted to officers, directors,
employees and/or consultants, including persons who, as of September 22, 2004,
were to become officers, directors, employees and/or consultants. The options
have an exercise price of $1.00 per share and are exercisable until September
22, 2009.
The option agreements evidencing options granted to persons who are not officers
or directors of our company shall contain an agreement that the person receiving
the option grant shall limit the resale of shares obtained through the exercise
of the stock options to an amount not to exceed 5% of the average daily trading
volume for the preceding 10 trading days.
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The option agreements evidencing options granted to persons who are officers or
directors of our company shall contain an agreement that the person receiving
the option grant shall limit the resale of shares obtained through the exercise
of the stock options to the amount specified in Rule 144(e) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The options were issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended, on the basis that the purchasers were deemed to be sophisticated
with respect to the investment in the securities due to their financial
condition and involvement in our business.
SECURITIES TRADING SERVICES
On August 2, 2004, we entered into a Management Services Agreement with
Securities Trading Services Inc. ("STS"), First Floor, World Trade Centre One,
10 route de'laeroport, 1215 Genevea 15, Switzerland. The agreement is effective
as of August 2, 2004 and has a term of two years. Isaac Moss, who serves as our
Secretary, is a consultant for Securities Trading Services. Pursuant to the
terms of the agreement, we have issued 1,200,000 shares of our common stock to
STS at a deemed price of $1.50 per share, for an aggregate value of $1,800,000.
No commissions were paid in connection with the transaction with STS. We are
holding the shares in escrow and will release 50,000 shares from escrow for
every month of services performed. STS may not vote any unearned shares held in
escrow by us. In the event of a termination of the agreement, we may repurchase
and cancel any unearned shares for $0.001 per share in an amount equal to 50,000
shares times the number of months remaining under the agreement after
termination. The repurchase right shall lapse on August 31, 2006 if the
agreement is not terminated earlier. STS was granted piggy-back registration
rights in connection with the agreement and the shares are subject to
anti-dilution provisions in the event of a consolidation of our share capital.
In addition, upon closing of an equity financing of $1 million dollars, we shall
pay a consulting fee in the amount of $5,000 to STS upon the first day of each
month. Upon closing of an equity financing of $5 million or more, the consulting
fee shall be increased to $8,000 per month.
STS is also entitled to have shares released from the escrow on an accelerated
basis, up to a maximum of 1,200,000 shares, on the following basis:
(i) 100,000 shares upon our securing an equity financing of $1
million dollars;
(ii) An additional 200,000 shares upon our securing an additional
equity financing of $2 million dollars;
(iii) An additional 450,000 shares upon our securing an additional
equity financing of $5 million dollars; and
(iv) An additional 450,000 shares upon our securing an additional
$5 million in equity financing.
The president of our company may accelerate the release of shares to STS in his
discretion.
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We relied upon the exemption from registration contained in Section 4(2) for the
issuance of the shares to STS. We believe that STS is sophisticated with respect
to the investment in the securities due to their financial condition.
Restrictive legends were placed on the stock certificates evidencing the
securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 2004 Stock Option Plan*
* Incorporated by reference to the exhibits to the registrant's current report
on Form 8-K dated September 20, 2004, filed with the Securities and Exchange
Commission on October 5, 2004, File Number 000-49763.
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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.
CIROND CORPORATION
October 14, 2004 By: /s/Isaac Moss
----------------------------
Isaac Moss
Secretary
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