SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 31, 2004
LUNA TECHNOLOGIES INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-2547 91-1987288
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
61A Fawcett Road
Coquitlam, British Columbia, Canada V3K 6V2
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (888) 955-8883
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N/A
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(Former name or former address if changed since last report)
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective August 31, 2004:
o Douglas Sinclair resigned as an officer of the Company and as an
officer of the Company's subsidiaries but will remain a consultant
until June 2005.
o For Mr. Sinclair's consulting services, the Company agreed to pay
$43,200 CDN, which amount will be paid in equal monthly installments
beginning July, 2004.
o To satisfy amounts owed by the Company to Mr. Sinclair for management
fees the Company agreed to pay Mr. Sinclair CDN$187,000 in a series of
installments with the last installment due January 15, 2007.
o Mr. Sinclair agreed to maintain the confidential nature of the
Company's trade secrets and proprietary technology.
o Mr. Sinclair agreed that he would not compete with the Company until
July, 2006.
o Kimberly Landry was appointed the Company's Chief Executive Officer.
o Scott Bullis was appointed the Company's President.
Between September 2000 and October 2003 Mr. Bullis was the Chief Executive
Officer of One5 Corporation, a business which provided technology to wireless
telecommunications companies. Between June 1999 and June 2000 Mr. Bullis was
Vice President of Marketing for iEngineer.com, Inc.
Mr. Bullis has an Employment Agreement with the Company which provides
that the Company will pay Mr. Bullis CDN$5,000 per month. The monthly salary
payable to Mr. Bullis will be renegotiated at the request of either Mr. Bullis
or the Company during the term of the Employment Agreement. In the event that
the Company and Mr. Bullis cannot agree on any increase in salary, the monthly
salary payable to Mr. Bullis will be increased on an annual basis by the greater
of (i) 15% or (ii) the percentage which is the average percentage increase of
all compensation paid to the Company's officers during the previous twelve
months.
In addition to his compensation Mr. Bullis was granted options in
accordance with the following terms:
Shares Issuable Upon Option Exercise Expiration
Exercise of Option Price (1) Date
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52,800 US $0.35 July 26, 2007
6,400 US $0.75 July 26, 2007
400,000 (1) US $0.35 July 26, 2007
200,000 (1) US $0.50 July 26, 2007
(1) Options will vest in equal monthly portions over a period of twenty-four
months beginning on July 26, 2004.
Mr. Bullis is also entitled to participate in any medical or other benefit
plans that are offered to the Company's employees generally.
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.
Date: September 9, 2004
LUNA TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ Brian Fiddler
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Brian Fiddler,
Principal Financial Officer