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): April 24, 2006
NOVA OIL, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-32531 91-2028450
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(State or other (Commission File Number) I.R.S. Employer
Jurisdiction Identification Number)
of incorporation)
The Riviana Building, 2777 Allen Parkway, Suite 800, Houston, Texas 77019
(Address of Principal Executive Offices)
713-869-6682
(Registrant's telephone number, including area code)
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 April 24, 2006, the Board of Directors of Nova Oil, Inc. (the
"Company"), adopted, subject to shareholder approval, the Nova Energy Holding,
Inc. 2006 Equity Incentive Plan (the "2006 Plan") and the Compensation Committee
of the Board adopted the form of stock option agreement and grant notice
thereunder. The 2006 Plan provides for equity incentives to be granted to
employees, directors, or officers of, or key advisers or consultants to, the
Company or its subsidiaries. Equity incentives granted under the 2006 Plan may
be in the form of stock options, stock appreciation rights, restricted stock
awards, stock bonus awards, other stock-based awards, or any combination of the
foregoing. The 2006 Plan will be administered by the Compensation Committee of
the Board and a maximum of 10,000,000 shares of the Company's common stock were
authorized for issuance under the 2006 Plan.
On April 24, 2006, under the 2006 Plan and in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act, the Compensation
Committee granted to ten key employees of Biosource America, Inc., the Company's
operating subsidiary, non-qualified stock options to purchase in the aggregate
4,021,912 shares of the Company's common stock at an exercise price of $3.04 per
share, the fair market value of the common stock on the date of grant as
determined by the Board pursuant to the 2006 Plan. If exercised, such options
would represent approximately 5.7% of the total number of shares outstanding on
such date. All such options expire ten years from the date of grant and are not
exercisable until the underlying shares of common stock are registered under the
Securities Act. With the exception of the options granted to Richard H. Talley,
President of Biosource America, all such options vest monthly in equal
installments over a two year period. With respect to the options granted to Mr.
Talley, such options have additional vesting conditions, including the approval
of the 2006 Plan by the Company's stockholders and, in the case of options to
purchase 917,772 shares, immediately upon such approval and registration and, in
the case of the remaining options to purchase 1,000,000 shares, upon the later
of such approval and the achievement of certain performance targets by the
Company. In addition to such grant of options, the Board set Mr. Talley's salary
at $85,000 per year.
On April 24, 2006, the Board also appointed the Company's Chief
Operating Officer, J.D. McGraw, to the additional position of President of the
Company, increased the size of the Board to four directors, elected him to the
Board as its Vice Chairman and increased his compensation to $15,000 per month.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures regarding the grant of non-qualified stock options
reported in Item 1.01 of this report are incorporated by reference into this
Item 3.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(c) On April 24, 2006, the Board appointed J.D. McGraw as President of the
Company. The information required by Items 401(a)(4) and (5) and 404(a) and (b)
of Regulation S-B is set forth under Item 2.01 under "Directors, Executive
Officers, Promoters and Control Persons" on the Company's current report on Form
8-K filed with the Securities and Exchange Commission on April 3, 2006 and is
incorporated herein by reference. The information regarding Mr. McGraw's
compensation set forth under Item 1.01 of this report is incorporated herein by
reference.
(d) As reported in Item 1.01 and 5.02(c) of this report, on April 24, 2006, the
Board appointed Mr. McGraw to the Board as its Vice Chairman. The information
regarding Mr. McGraw set forth in Item 1.01 and 5.02(c) of this report and under
Item 2.01 under "Directors, Executive Officers, Promoters and Control Persons"
on the Company's current report on Form 8-K filed with the Securities and
Exchange Commission on April 3, 2006 is incorporated herein by reference. Mr.
McGraw is not currently expected to serve on any committees of the Board.
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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 thereunto duly authorized.
NOVA OIL, INC.
By: /s/ Kenneth T. Hern
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Name: Kenneth T. Hern
Title: Chief Executive Officer
Date: April 27, 2006
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