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 26, 2004
WHITELIGHT TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State of Other Jurisdiction of Incorporation)
000-30872 33-0910363
(Commission File Number) (IRS Employer Identification No.)
170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (949) 644-0095
3857 Birch Street, Suite 606, Newport Beach, California 92660
(Former Address, if Changed Since Last Report)
Item 5. Other Events
Audit and Compensation Committees
On May 26, 2004, the Board of Directors created an audit committee and
a compensation committee. Alan S. Knitowski and Luan Dang, two of the
Company's directors, were both appointed to each of the committees.
Mr. Knitowski was appointed as chair of the audit committee and Mr. Dang was
appointed as chair of the compensation committee. As set forth below, both
Mr. Knitowski and Mr. Dang each received 25,000 options for appointment as
an outside director, 10,000 options for appointment to the audit committee,
10,000 options for appointment to the compensation committee, and 5,000
options for appointment as chair of a committee.
The Compensation Committee will act as the Plan Administrator of the
Company's 2004 Stock Option/Stock Issuance Plan. The Committee will
exercise all administrative functions
under the Plan, including, but not limited to, determining who shall
received stock or options under the Plan and the granting of options or
shares under the plan at its discretion. It is also authorized and
delegated the power to approve all employment agreements and compensation
arrangements of persons employed by the Company.
Employment Agreements
On May 27, 2004, the Compensation Committee approved employment
agreements and compensation for Matthew S. Kerper as President and for
Bryan Kenyon as CFO. The following description sets forth the material
individual terms of these agreements:
* Matthew S. Kerper. The initial period of the employment
agreement for Mr. Kerper is three years beginning May 10, 2004.
He is required to devote his full time to the business of the
company. His base salary is $120,000 per annum. He received a
signing bonus of 1,000,000 post-split shares, which were
previously issued by the Board of Directors on May 7, 2004, and
options to purchase 1,000,000 post-split shares as additional
compensation for entering into the agreement.
* Bryan Kenyon. The initial period of the employment agreement for
Mr. Kenyon is three years beginning May 26, 2004. He is required
to devote his full time to the business of the company. His base
salary is $100,000 per annum. He received a signing bonus of
600,000 post-split shares, which were previously issued by the
Board of Directors on May 7, 2004, and options to purchase
750,000 post-split shares as additional compensation for entering
into the agreement.
Each of the employment agreements contains the following provisions
which apply to each of the parties:
* The options were granted pursuant to our 2004 Stock Option/Stock
Issuance Plan.
* The exercise price of the options granted to the employees is
$0.25 of the first quarter of the options granted; $0.45 for the
next quarter; $0.65 for the next quarter; and $0.85 for the final
quarter granted.
* The options granted to the employees shall vest as follows:
1/12th per quarter for each quarter of company revenue exceeding
the previous quarter of revenue since his date of hire,
independent of whether the revenue is generated from acquisition
or non-acquisition business activities, 1/12th for each $250K in
aggregate gross revenue growth from the day he commences work at
the company, at the three year six month anniversary of his
employment with the company, and/or immediately in the event of
a Corporate Transaction, as defined in the 2004 Stock Option/Stock
Issuance Plan.
* Mr. Kerper is eligible to receive an annual performance bonus between
25% and 100% of the then applicable base salary upon achievement of
annual performance objectives payable either in cash or stock.
Mr. Kenyon is eligible to receive an annual performance bonus between
10% and 50% of the then applicable base salary upon achievement of
annual performance objectives payable either in cash or stock.
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* Each employee, together with his spouse and dependents, is
entitled to participate in any employee benefit plans maintained
by the Company of general applicability to other senior
executives, including, without limitation, group medical, dental,
vision, disability, life insurance, flexible-spending account,
401(k) and other plans.
* The employee is entitled to three weeks paid vacation per year.
* Each agreement contains customary termination and confidentiality
provisions.
Options Granted
On May 27, 2004, the Compensation Committee granted options to
purchase post-split shares of our common stock pursuant to our 2004 Stock
Option/Stock Issuance Plan. All of the options expire on May 27, 2009,
with the exception of the options granted to Mr. Vance, which expire on
May 11, 2009. The following table sets forth the number of options granted,
the exercise price(s), and the vesting provisions, if any:
Number of
Securities
Underlying
Options Exercise Price
Name (#) ($/Sh.) Vesting Provisions
- ---- ---------- -------------- ------------------
Ronald N. Vance(1) 15,000 $0.001 None
Jason Daggett(2) 50,000 $0.25 1/12th of the total options
granted at the end of each
three-month period, which
initial period commenced on
the day of the grant, and
immediately in the event of
a Corporate Transaction, as
defined in the Plan
Cygni Capital LLC(3) 125,000 $0.25 per share for the 1/12th per quarter for each
first 31,250 shares; quarter of Company revenue
$0.45 per share for the exceeding the previous quarter
next 31,250 shares; of revenue and/or 1/12th for
$0.65 per share for the each $250K in aggregate gross
next 31,250 shares; and revenue the Company has
$0.85 per share for the achieved since inception, and
next 31,250 shares immediately in the event of a
Corporate Transaction, as
defined in the Plan
Ecewa Capital Group LLC(4) 125,000 $0.25 per share for the 1/12th per quarter for each
first 31,250 shares; quarter of Company revenue
$0.45 per share for the exceeding the previous quarter
next 31,250 shares; of revenue and/or 1/12th for
$0.65 per share for the each $250K in aggregate gross
next 31,250 shares; and revenue the Company has
$0.85 per share for the achieved since inception, and
next 31,250 shares immediately in the event of a
Corporate Transaction, as
defined in the Plan
Eric Chess Bronk(3) 50,000 $0.25 per share for the 1/12th per quarter for each
first 12,500 shares; quarter of Company revenue
$0.45 per share for the exceeding the previous quarter
next 12,500 shares; of revenue and/or 1/12th for
$0.65 per share for the each $250K in aggregate gross
next 12,500 shares; and revenue the Company has
$0.85 per share for the achieved since inception, and
next 12,500 shares immediately in the event of a
Corporate Transaction, as
defined in the Plan 3
Alan S. Knitowski(4) 50,000 $0.25 1/4th of the total options
granted at the end of each
three-month period, which
initial period shall commence
on the day of the grant, and
immediately in the event of a
Corporate Transaction, as
defined in the Plan
Luan Dang(5) 50,000 $0.25 1/4th of the total options
granted at the end of each
three-month period, which
initial period shall commence
on the day of the grant, and
immediately in the event of a
Corporate Transaction, as
defined in the Plan
--------
TOTAL 465,000
========
__________
(1) Mr. Vance is outside legal counsel for our company and is the
Secretary. These options were negotiated in connection with the engagement
agreement previously entered into with Mr. Vance.
(2) Mr. Daggett is a member of our Advisory Committee and is a member
of Cygni Capital LLC.
(3) Mr. Bronk, a shareholder and former officer and director of the
Company, is a managing member of Cygni Capital LLC.
(4) Mr. Knitowski, one of the directors of the Company, is the member
and owner of Ecewa Capital LLC. He is also a member of the Audit and
Compensation Committees and is chair of the Audit Committee.
(5) Mr. Dang is a director of the Company. He is also a member of the
Audit and Compensation Committees and is chair of the Compensation
Committee.
Item 7. Exhibits.
The following exhibits are included as part of this report:
Exhibit No. Description of Exhibit Location
----------- ---------------------- --------
10.7 Employment Agreement with Matthew S. Kerper Attached
10.8 Employment Agreement with Bryan W. Kenyon Attached
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.
Whitelight Technologies, Inc.
Date: June 7, 2004 By: /s/ Matthew S. Kerper
Matthew S. Kerper, President
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