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): FEBRUARY 3, 2005
SMARTIRE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Yukon Territory 0-29248 Not Applicable
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
150-13151 Vanier Place, Richmond, British Columbia, V6V 2J1, Canada
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (604) 276-9554
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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.
On February 3, 2005, SmarTire Systems, Inc. ("we" or the "Company") entered into
Amendment Agreements to certain Management Agreements (the "Amendments") with
our executive officers including: (i) Robert Rudman, our President and Chief
Executive Officer, (ii) Allan Kozak, our Chief Operating Officer, (iii) Jeff
Finkelstein, our Chief Financial Officer, (iv) Erwin Bartz, our Director of
Technical Operations, and (v) Shawn Lammers, our Vice President of Engineering.
Under the Amendments, in the event that the employment of our executive officers
are terminated within 12 months of an acquisition, hostile takeover or merger,
and the termination is without cause, we, at our option, will either (i) pay
upon termination an amount equal to the salary payable to such executive officer
under the original Management Agreements until the termination date, which is
defined as 1 year from the date of termination plus one month for each year of
employment up to a maximum of 2 years (2 1/2 years with respect to Robert
Rudman, Allan Kozak and Jeff Finkelstein), or (ii) pay upon termination an
amount equal to the salary payable on the termination date. Any options to
purchase shares of our common stock which have been issued to each executive
officer but which have not yet vested, shall immediately vest at the date of
final payment and may be exercised for a period of 30 days after the final
payment.
In addition, on February 3, 2005 we entered into certain Directors' Compensation
on Termination Agreements (the "Directors' Agreements") with our independent
directors including: (i) William Cronin, (ii) Martin Gannon, and (iii) Johnny
Christiansen. Under the Directors' Agreements, in the event that any independent
director puts his name forward for re-election but is not re-elected as a
director at an Annual General Meeting of Shareholders held within 12 months of
an acquisition, hostile takeover or merger, we will pay to the director upon
termination of such directorship an amount equal to 2.5 times the total
remuneration paid or accrued to pay to the director in the twelve month period
prior to and including the date of such acquisition, hostile takeover or merger.
Any options to purchase shares of our common stock which have been issued to
each director but which have not yet vested, shall immediately vest at the date
of final payment and may be exercised for a period of 30 days after the final
payment.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment Agreement dated as of February 3, 2005 by and between
SmarTire Systems, Inc. and Robert Rudman.
4.2 Amendment Agreement dated as of February 3, 2005 by and between
SmarTire Systems, Inc. and Allan Kozak.
4.3 Amendment Agreement dated as of February 3, 2005 by and between
SmarTire Systems, Inc. and Jeff Finkelstein.
4.4 Amendment Agreement dated as of February 3, 2005 by and between
SmarTire Systems, Inc. and Erwin Bartz.
4.5 Amendment Agreement dated as of February 3, 2005 by and between
SmarTire Systems, Inc. and Shawn Lammers.
4.6 Directors' Compensation on Termination Agreement dated as of February
3, 2005 by and between SmarTire Systems, Inc. and William Cronin.
4.7 Directors' Compensation on Termination Agreement dated as of February
3, 2005 by and between SmarTire Systems, Inc. and Martin Gannon.
4.8 Directors' Compensation on Termination Agreement dated as of February
3, 2005 by and between SmarTire Systems, Inc. and Johnny Christiansen.
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.
SMARTIRE SYSTEMS, INC.
Date: February 9, 2005 /s/ Jeff Finkelstein
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Jeff Finkelstein
Chief Financial Officer