UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2014
SOLAR3D, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-49805 01-0592299
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(Commission File Number) (I.R.S. Employer Identification No.)
26 WEST MISSION AVENUE, SUITE 8, SANTA BARBARA, CALIFORNIA 93101
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(Address of principal executive offices) (Zip Code)
(805) 690-9000
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(Registrant's telephone number, including area code)
6500 HOLLISTER AVENUE, SUITE 1230, SANTA BARBARA, CALIFORNIA 93117
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(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
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Item 5.02. Departure of Directors or Certain Officers, Appointment of
Certain Officers, Compensatory Arrangements of Certain
Officers.
On August 26, 2014, Solar3D, Inc., a Delaware corporation (the
"Company"), entered into an amendment (the "Amendment") to its Restricted Stock
Grant Agreement (the "RSGA") with its Chief Executive Officer, James B. Nelson,
originally dated September 23, 2013 and amended on May 1, 2014, having the
effect of reverting back to the original schedule for issuing shares earned by
Mr. Nelson and vested under the Agreement to within five (5) business days after
the last day of the month during which the restricted shares vest.
The Company proposed to Mr. Nelson that the RSGA revert back to the
original schedule for issuing shares earned by Mr. Nelson under the RSGA based
on its determination that under the original RSGA the Company would recognize
the compensation expense in 2014 rather than in 2015. The Company believes that
this expense will be less under the original RSGA than under the first amendment
to the RSGA because the Company believes its stock price will be higher in 2015
than in 2014. There is no assurance regarding the Company's share price at any
time. Mr. Nelson agreed to revert back to the original terms of his RSGA even
though he will personally recognize income in 2014 rather than in 2015.
A copy of the Amendment to the Restricted Stock Grant Agreement is
attached to this Report as Exhibit 10.1.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
10.1 Second Amendment to Restricted Stock Grant Agreement,
dated August 26, 2014, by and between Solar3D, Inc.,
a Delaware corporation, and James B. Nelson.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SOLAR3D, INC.
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(Registrant)
Date: August 29, 2014
/s/ James B. Nelson
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James B. Nelson, Chief Executive Officer
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