UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 14, 2004
Date of Report (Date of earliest event reported)
Millennium Cell Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-31083 22-3726792
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1 Industrial Way West
Eatontown, New Jersey 07724
(Address of principal executive offices)
(732) 542-4000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On July 14, 2004, Millennium Cell Inc. (the "Registrant"), entered into
an Employment Agreement and a Restricted Stock Grant Agreement with Mr. H. David
Ramm, the Interim President and Chief Executive Officer of the Registrant, and
an Agreement with DKRW Energy LLC ("DKRW"), a limited liability company of which
Mr. Ramm is a member, in connection with Mr. Ramm's serving as Interim President
and Chief Executive Officer of the Registrant and a related grant to Mr. Ramm of
100,000 shares of restricted common stock, par value $.001 per share, of the
Registrant (the "Restricted Stock").
Mr. Ramm was appointed to be the Registrant's Interim President and
Chief Executive Officer on March 19, 2004, and his employment agreement will be
in effect until September 18, 2004, subject to monthly extensions. The
employment agreement provides that Mr. Ramm will devote sufficient time to the
performance of the services required of the Registrant's Chief Executive Officer
but does not require him to limit his other professional activities to DKRW or
otherwise except as aforesaid. As consideration for Mr. Ramm's services, the
Registrant has granted to Mr. Ramm 100,000 shares of Restricted Stock. The
Restricted Stock vests on the earlier of (i) any termination or expiration of
the Employment Agreement other than (A) a for cause termination by the
Registrant or (B) the resignation of Mr. Ramm and (ii) September 18, 2004, and
is cancelable by the Registrant in the event that Mr. Ramm is terminated for
cause or resigns prior to September 18, 2004. As compensation for DKRW's consent
to Mr. Ramm's employment by the Registrant, and for the partial loss of Mr.
Ramm's services in connection with such employment, the Registrant has agreed to
pay to DKRW $25,000 per month during the term of the Employment Agreement. The
Audit Committee of the Registrant's Board of Directors has reviewed the
arrangements by and between the Registrant, Mr. Ramm and DKRW as a related party
transaction between the Registrant and an affiliate and has approved the terms
thereof.
The description of the terms and conditions of the agreements set forth
above is qualified by reference to the definitive terms, conditions and
limitations of such agreements, copies of which are filed as exhibits to this
Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
Exhibit 10.1 Employment Agreement dated July 14, 2004, between the
Registrant and Mr. H. David Ramm.
Exhibit 10.2 Restricted Stock Grant Agreement dated July 14, 2004, between
the Registrant and Mr. H. David Ramm.
Exhibit 10.3 Agreement dated July 14, 2004, between the Registrant
and DKRW.
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.
Millennium Cell Inc.
By: /s/John D. Giolli
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Name: John D. Giolli
Title:VP, Finance and Acting CFO
Date: July 28, 2004