UNITED STATES
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): MAY 22, 2008
ALDEROX, INC.
(Exact name of registrant as specified in its charter)
Colorado 58-2222646
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
000-26017
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(Commission File Number)
940 Calle Amanecer Suite E
San Clemente, California 92673
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 542-7440
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:
|_| 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))
Alderox, Inc. ("we", "us" or the "Company") files this report on Form 8-K to
report the following:
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
On May 22, 2008, our Board of Directors approved the awarding of stock options
for the purchase of 10,800,000 shares of our stock options to Company employees
under our 2008 Stock Incentive Plan. The stock options expire on May 21, 2018
and have an exercise price of $0.15 per share, which was the closing price of
our stock on the OTC Bulletin Board on May 22, 2008.
Michael C. Davies, our CEO, Secretary, Acting CFO and one of our directors, and
Gordon W. Davies, our President and one of our directors, each were awarded
options for the purchase of 3,000,000 shares of our common stock. The options
were fully vested on issuance. In approving these option awards, the Board took
into consideration that Michael C. Davies and Gordon W. Davies each forfeited
previously issued options for the purchase of 4,500,000 shares of common stock
following our recently completed share reorganization. Prior to the share
reorganization, these previously issued options had been made subject to
forbearance agreements due to a lack of authorized shares at that time.
Fourteen other employees and consultants of the Company received options for the
purchase of 4,800,000 shares of common stock. These options vest as follows: 1/3
vest on June 30, 2009, 1/3 vest on June 30, 2010 and 1/3 vest on June 30, 2011.
We believe the issuance of the options was exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Our discussion under Item 3.02 of this Current Report is hereby incorporated by
this reference.
SIGNATURES:
Pursuant to the requirement 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.
Alderox, Inc.
By: /s/ Michael Davies
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Michael Davies, CEO
Dated: May 30, 2008