UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 1, 2005
NuTECH DIGITAL, INC.
(Exact name of Registrant as specified in charter)
California 000-50021 95-4642831
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7900 Gloria Avenue
Van Nuys, California 91406
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 994-3831
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
CFR240.14a-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 240.13(e)-4(c))
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This Form 8-K and other reports filed by the Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Item 1.01 Entry Into A Material Definitive Agreement.
On September 1, 2005 the Registrant's Board of Directors approved an
Employment Agreement for Lee Kasper, its Chief Executive Officer and President.
The following discussion is qualified in its entirety by the terms of the
Employment Agreement, a copy of which is attached to this Current Report as
exhibit 10.1. The term of the Employment Agreement is seven years. After the
initial term, unless either party gives 180 days notice to the other that it
wishes to terminate the Employment Agreement, the term will be renewed for
successive one year periods.
Mr. Kasper will receive a base salary of $600,000 per year. Mr. Kasper
will also be entitled to receive an annual performance bonus based on standards
and goals established by the Board of Directors and Mr. Kasper within 90 days of
the beginning of each fiscal year. Mr. Kasper is also entitled to participate in
any benefit programs established for the Registrant's employees.
The Registrant may terminate Mr. Kasper's employment for cause, as defined
in the Employment Agreement. If Mr. Kasper's employment were to be terminated
for cause, he would not receive severance benefits. The Registrant may also
terminate Mr. Kasper's employment by giving him 90 days written notice of
termination or if he becomes disabled. Mr. Kasper's employment will be
terminated as a result of his death. If Mr. Kasper's employment were to be
terminated for any of these reasons, or if the Registrant fails to renew the
Employment Agreement after the expiration of the initial term, Mr. Kasper would
be entitled to the following severance benefits:
o payment, in a lump sum, of his base salary for the remainder of the
term;
o three years' base salary;
o any performance bonus to which he may be entitled; and
o an amount equal to the average of any discretionary bonus he
received during the past three years.
Irrespective of the reason for Mr. Kasper's termination, the Registrant
must immediately repay in full, irrespective of the terms of the promissory
notes or other agreements evidencing the indebtedness, any loans made by Mr.
Kasper to the Registrant or personally guaranteed by Mr. Kasper on behalf of the
Registrant.
As an incentive to Mr. Kasper to execute the Employment Agreement, the
Registrant granted him an option to purchase 6,000,000 shares of the
Registrant's common stock, no par value. The exercise price is $0.121 per share,
which is 110% of the fair market value of the common stock on September 1, 2005.
The option was fully vested on the date of grant and has a term of five years.
In a separate agreement, Mr. Kasper was also granted an option to purchase
2,000,000 shares of the Registrant's common stock, also at an exercise price of
$0.121 per share. The following discussion is qualified in its entirety by the
terms of the option grant, a copy of which is attached to this Current Report as
exhibit 10.2. The option vests when the following performance targets are met:
o the right to purchase 1,000,000 shares will vest if the Registrant
earns $2,000,000 in revenues during any calendar quarter of the 2005
fiscal year;
o the right to purchase 500,000 shares will vest if the Registrant
earns at least $5,000,000 in revenues during the 2005 fiscal year;
and
o the right to purchase 500,000 shares will vest upon the successful
production by the Registrant of no less than two major music
concerts during the final four months of the 2005 fiscal year. A
major music concert for this purpose is defined as a concert whose
production budget is no less than $250,000.
Item 9.01 Financial Statements and Other Exhibits
Exhibit 10.1 Employment Agreement
Exhibit 10.2 Letter granting stock option
SIGNATURE
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.
NuTECH DIGITAL, INC.
By:/s/ Lee Kasper
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Lee Kasper, President
Dated: September 2, 2005