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): December 21, 2007
WHITE MOUNTAIN TITANIUM CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEVADA 333-129347 87-057730
(State or Other Commission File Number (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
2150-1188 West Georgia Street, Vancouver, B.C. Canada V6E 4A2
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (604) 408-2333
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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendments to Compensation Section of Management Agreements
On December 21, 2007, the Board of Directors accepted the
recommendations of the Compensation Committee and amended the
management agreements with Michael Kurtanjek, our President and a
director, and Brian Flower, our Chairman, to increase their monthly
management fees by US$2,000 per month effective January 1, 2008.
Section 2(a) of the Management Services Agreement dated February 6,
2006, as amended, with Mr. Kurtanjek (the Kurtanjek Agreement) was
amended to increase the monthly fee from US$11,400 to US$13,400.
Section 2(a) of the Management Services Agreement dated February 1,
2006, as amended, (the Trio Agreement) with Trio International Capital
Corp. (Trio), a company which provides the services of Mr. Flower, was
amended to increase the monthly fee from US$9,600 to US$11,600.
The Board also determined that in the event that the time
commitment of Mr. Flower increases beyond 80%, the base compensation
payable to Trio will be increased proportionately, but not to exceed
the base compensation payable to Mr. Kurtanjek. The amount of time
devoted to the business of the Company by Trio and Mr. Flower will be
determined by the Compensation Committee within ten business days
following the end of each calendar quarter beginning with the current
calendar quarter ending December 31, 2007, and the base compensation
will be adjusted accordingly for each such new calendar quarter. The
Trio Agreement has been amended to provide a minimum time commitment
of 80% and to provide that the quarterly adjustment of the base
compensation will not be reduced to an amount below US$11,600 per
month.
Amendments to Management and Consulting Agreements in the Event of a
Change of Control
The Compensation Committee recommended that the Trio Agreement
and the Kurtanjek Agreement, as well as the Business Consultant
Agreement with Crosby Enterprises, an entity controlled by Howard M.
Crosby, one of our directors, and the Management Services Agreement
dated September 1, 2006, as amended, with Charles E. Jenkins, our CFO
and a director (the Jenkins Agreement), should be modified (i) to
account for a well-defined change of control, (ii) to establish the
events which would trigger payment of severance compensation in the
case of such a change, and (iii) to designate the specific
compensation due. Based upon these recommendations, the Board
approved the following amendments to the agreements with these
parties:
1. The following definition of a Change of Control was added to
each agreement:
(a) any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)), other than a trustee or other fiduciary holding
securities of the Company under an employee benefit plan of the
Company, becomes the beneficial owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of (A) the
outstanding shares of common stock of the Company or (B) the
combined voting power of the Company's then-outstanding
securities;
(b) the Company is party to a merger or consolidation, or
series of related transactions, which results in the voting
securities of the Company outstanding immediately prior thereto
failing to continue to represent (either by remaining outstanding
or by being converted into voting securities of the surviving or
another entity) at least fifty (50%) percent of the combined
voting power of the voting securities of the Company or such
surviving or other entity outstanding immediately after such
<page>
merger or consolidation;
(c) the sale or disposition of all or substantially all of
the Company's assets (or consummation of any transaction, or
series of related transactions, having similar effect);
(d) there occurs a change in the composition of the Board of
Directors of the Company within a two-year period, as a result of
which fewer than a majority of the directors are incumbent
directors;
(e) the dissolution or liquidation of the Company; or
(f) any transaction or series of related transactions that
has the substantial effect of any one or more of the foregoing.
2. The following provision in regard to severance compensation
payable to these parties to be triggered in the event the party or his
entity is terminated without cause or with good reason by the party in
the event of a change in control was added to each agreement:
Termination Upon Change of Control means:
(a) any termination of the employment of the party by the
Company without cause during the period commencing on or after
the date that the Company first publicly announces a definitive
agreement that would result in a Change of Control (even though
still subject to approval by the Company's stockholders and other
conditions and contingencies); or
(b) any resignation by Executive based on a diminution of
responsibilities where (i) such diminution of responsibilities
occurs during the period commencing on or after the date that the
Company first publicly announces a definitive agreement that
would result in a Change of Control (even though still subject to
approval by the Company's stockholders and other conditions and
contingencies) and ending on the date which is twelve (12) months
following the Change of Control, and (ii) such resignation occurs
within one-hundred and twenty (120) days following such
diminution of responsibilities.
The term Termination Upon Change of Control shall not
include any other termination, including a termination of the
party (1) by the Company for cause; (2) by the Company as a
result of the disability of party; (3) as a result of the death
of the party; or (4) as a result of the voluntary termination of
employment by the party for reasons other than a diminution of
responsibilities.
3. Each agreement was further amended to provide that in the
event of termination upon a Change of Control, the party will be
compensated as follows: immediate payment of a severance amount equal
to three times the highest annual base cash compensation paid to the
party; the immediate vesting of any outstanding unvested options,
warrants, or other convertible instruments; the pro rata amount of any
bonuses for which the party is eligible; the extension of the exercise
period for at least six months following such termination.
Amendments to Notification Provisions of Management and Consulting
Agreements
Based upon the recommendation of the Compensation Committee, the Board
approved amendments to the Trio Agreement, the Kurtanjek Agreement and
the Jenkins Agreement, to increase the notification periods set forth
in such agreements from 90 to 120 days.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
Based upon these recent amendments to the management and
consulting agreements in regard to a change of control as described
above in response to Item 1.01, management estimates that the total
amount the Company would be obligated to pay in the event these change
of control provisions were triggered for all of the named parties
would be approximately US$1,224,000.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 21, 2007, the Board of Directors granted bonuses of
900,000 fully vested shares of common stock to management and outside
consultants for past services. The shares were granted to the
following persons:
Name Number of Shares
Michael P. Kurtanjek 200,000
Brian Flower 200,000
Terese Gieselman 100,000
Maria Eugenia Moscoso 50,000
Ronald Nash 100,000
Cesar Lopez 100,000
Natasha Tschischow 75,000
Christian Feddersen 75,000
The shares were issued without registration under the Securities Act
by reason of the exemptions from registration afforded by the
provisions of Section 4(2) of the Securities Act and Regulation S
promulgated by the SEC. Each person acknowledged appropriate
investment representations with respect to the issuance and consented
to the imposition of restrictive legends upon the certificates
representing the shares. They did not enter into the transaction with
us as a result of or subsequent to any advertisement, article, notice,
or other communication published in any newspaper, magazine, or
similar media or broadcast on television or radio, or presented at any
seminar or meeting. Each recipient of the bonuses was afforded the
opportunity to ask questions of our management and to receive answers
concerning the terms and conditions of the issuance. No selling
commissions were paid in connection with the grant of the shares.
ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As set forth above in response to Item 1.01, the compensation
arrangements with Mr. Kurtanjek, our principal executive officer,
Charles E. Jenkins, our principal financial officer, and Mr. Flower,
our Chairman, have been modified to increase compensation, provide for
severance compensation upon a change of control, and to provide
incentive bonuses. In addition, as set forth in response to Item 3.02
above, the Company granted bonuses of 200,000 shares each to Messrs
Kurtanjek and Flower for past services.
The Compensation Committee recommended, and the Board approved,
grants of 200,000 shares each to Messrs Kurtanjek and Flower every
time a project milestone is achieved (positive pre-feasibility study,
piloting and final feasibility study). In addition, the Compensation
Committee recommended, and the board approved, a bonus of 200,000
shares each to Messrs Kurtanjek and Flower and 100,000 shares to Mr.
Jenkins upon the listing of the Company's stock on the American Stock
Exchange or other senior exchange.
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.
White Mountain Titanium Corporation
Date: December 27, 2007 By /s/ Brian Flower
Brian Flower, Executive Chairman