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) March 5, 2010
ADVANCED TECHNOLOGIES GROUP, LTD.
(Exact name of registrant as specified in its charter)
Nevada 0-30987 80-0987213
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
331 Newman Springs Road
Bld. 1, 4Fl. Suite 143
Red Bank, NJ 07701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732-784-2801)
Not Applicable
(Former name or former address, 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 (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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
ADOPTION OF 2010 EQUITY INCENTIVE PLAN
On March 5, 2010, the Board of Directors (the "Board") of Advanced
Technologies Group, Ltd., a Nevada corporation (the "Company", "we", "us" or
"our") adopted the Company's 2010 Equity Incentive Plan (the "Plan").
SHARES RESERVED FOR ISSUANCE. The Plan includes an initial reserve of
3,000,000 shares of our common stock that will be available for issuance under
the Plan, subject to adjustment to reflect stock splits and similar events.
Shares that are subject to issuance upon exercise of an option but cease to be
subject to such option for any reason (other than exercise of such option), and
shares that are subject to an award that is granted but is subsequently
forfeited, or that are subject to an award that terminates without shares being
issued, will again be available for grant and issuance under the Plan. The Plan
provides for the grant of stock options, stock appreciation rights and
restricted stock grants.
ADMINISTRATION. The Plan is administered by our Board of Directors or a
Committee of directors selected by the Board (the "Committee"). The Plan
authorizes the Committee to select those participants to whom awards may be
granted, to determine whether and to what extent awards are granted, to
determine the number of shares of common stock or other considerations to be
covered by each award, to determine the terms and conditions of awards, to amend
the terms of outstanding awards, and to take any other action consistent with
the terms of the Plan as the Committee deems appropriate. Generally, awards may
be granted to employees, officers, directors, consultants, independent
contractors and advisors of the Company or its subsidiaries and the Committee
may designate, subject to the parameters of the Plan, whether an award may be
designated as an incentive award (subject to the requirement of stockholder
approval of the Plan). The Committee also has the authority to interpret the
provisions of the Plan.
TERMS OF OPTIONS. As discussed above, the Committee determines many of the
terms and conditions of awards granted under the Plan, including whether an
option will be an "incentive stock option" or a non-qualified stock option
(subject to the requirement that we obtain stockholder approval of the Plan
within the next 12 months if we intend to issue incentive stock options). An
option designated as an incentive stock option is intended to qualify as such
under Section 422 of the Code. Thus, the aggregate fair market value, determined
at the time of grant, of the shares with respect to which incentive options are
exercisable for the first time by an individual during any calendar year may not
exceed $100,000. Non-qualified options are not subject to this requirement. Each
option is evidenced by an agreement in such form as the Committee approves and
is subject to the following conditions (as described in further detail in the
Plan):
* VESTING AND EXERCISABILITY: Options become vested and exercisable, as
applicable, within such periods, or upon such events, as determined by
the Committee and as set forth in the related stock option agreement.
The maximum term of each option is ten years from the date of grant.
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* EXERCISE PRICE: Each stock option agreement states the exercise price,
which may not be less than 100% of the fair market value of one share
of our common stock on the date of the grant (and not less than 110%
with respect to an incentive stock option granted to a 10% or greater
stockholder).
* METHOD OF EXERCISE: The exercise price is typically payable in cash or
by check, but may also be payable, at the discretion of the Committee,
in other forms of legal consideration.
* TERMINATION OF EMPLOYMENT: Options cease vesting on the date of
termination of service or the death or disability of the participant.
Options granted under the Plan generally expire three months after the
termination of the participant's service to us, except in the case of
death or disability, in which case the awards generally may be
exercised up to 12 months following the date of death or termination
of service. However, if the participant is terminated for cause, the
participant's options will expire upon termination.
* CHANGE OF CONTROL: In the event of a change of control (as defined in
the plan), the buyer may either assume the outstanding awards or
substitute equivalent awards. Alternatively, our Board may determine
to permit all unvested options to immediately vest upon the change of
control. If our Board does not make such a determination, all awards
will expire upon the closing of the transaction unless the stock
option agreement issued to the particular participant provides
otherwise.
TERMS OF RESTRICTED STOCK AWARDS. Each restricted stock award is evidenced
by a restricted stock purchase agreement in such form as the Committee approves
and is subject to the following conditions (as described in further detail in
the Plan):
* VESTING: Shares subject to a restricted stock award may become vested
over time or upon completion of performance goals set out in advance,
which may include the following types of criteria: (a) net revenue
and/or net revenue growth; (b) earnings before income taxes and
amortization and/or earnings before income taxes and amortization
growth; (c) operating income and/or operating income growth; (d) net
income and/or net income growth; (e) earnings per share and/or
earnings per share growth; (f) total stockholder return and/or total
stockholder return growth; and (g) individual business objectives.
* TERMINATION OF EMPLOYMENT. Restricted stock awards shall cease to vest
immediately if a participant is terminated for any reason, unless
provided otherwise in the applicable restricted stock purchase
agreement or unless otherwise determined by the Committee.
* CHANGE OF CONTROL: Restricted stock awards shall be treated in the
same manner as described under "Terms of Stock Options" above.
STOCK APPRECIATION RIGHTS. Stock appreciation rights, or SARs, are awards
in which the participant is deemed granted a number of shares subject to
vesting. When the SARs vest, then the participant can exercise the SARs.
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Exercise, however, does not mean the number of shares deemed granted are issued.
Rather, the participant will receive cash (or shares, if so determined by the
Committee) having a value at the time of exercise equal to (1) the number of
shares deemed exercised, times (2) the amount by which our stock price on the
date of exercise exceeds our stock price on the date of grant. SARs expire under
the same rules that apply to options.
MODIFICATION AND TERMINATION OF THE PLAN. The Committee may from time to
time, in its discretion, amend the Plan without the approval of shareholders,
except (a) as such shareholder approval may be required under the listing
requirements of any securities exchange or national market system on which our
equity securities are listed and (b) that if the Plan has been approved by
stockholders, the Committee may not without the approval of the Company's
shareholders amend the Plan to increase the total number of shares reserved for
the purposes of the Plan. The Plan shall continue in effect until the earlier of
its termination by the Committee or the date on which all of the shares of
common stock available for issuance thereunder have been issued and all
restrictions on such shares under the terms of the Plan and the agreements
evidencing options granted under the Plan have lapsed.
ADJUSTMENTS. In the event any change is made to the common stock issuable
under the Plan by reason of any stock split, stock dividend, combination of
shares or recapitalization, appropriate adjustment will be made to the share
reserve of the Plan and to the number of shares and the exercise price of the
Common Stock subject to outstanding options.
GRANT OF STOCK OPTIONS.
On March 5, 2010, the Board granted 90,000 restricted shares of Common
Stock (the "Restricted Stock") to each director (Messrs. Stelmak, Raskas and
Mashov) on account of the fiscal year ended January 31, 2010. The Restricted
Stock vests in three equal annual installments on the first, second and third
anniversaries of the grant date.
ITEM 9.01 EXHIBITS
(d)
10.1 2010 Equity Incentive Plan
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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.
ADVANCED TECHNOLOGIES GROUP, LTD.
By: /s/ Alex Stelmak
--------------------------------------
Name: Alex Stelmak
Title: Chief Executive Officer
Date: March 8, 2010
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