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): February 8,
2010
White
Mountain Titanium Corporation
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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333-129347
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87-057730
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(State
or Other Jurisdiction of Incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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Augusto Leguia 100,
Oficina 812, Las Condes, Santiago
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None
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (56 2) 657-1800
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:
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting material
pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
February 8, 2010, we amended the Management Services Agreement dated February 6,
2006, with Michael P. Kurtanjek, our President. The term of the
amended agreement is for a period of five years through December 31, 2015, and
may be extended for additional one-year terms unless it is terminated during the
extended periods by either party. For Mr. Kurtanjek’s consent to
extend the agreement, we granted him a five-year incentive warrant to purchase
up to 1,000,000 shares of our common stock at $1.50 per share. The
warrant will vest and become fully exercisable if on or before June 30, 2011,
the closing price of our common stock is at least $2.00 per share for five
consecutive trading days, if on or before December 31, 2012, the closing price
is at least $2.50 per share for five consecutive trading days, or if on or
before December 31, 2015, the closing price is at least $3.00 per share for five
consecutive trading days. Mr. Kurtanjek will also be entitled to
participate in our annual management share compensation pool. Under
the amended agreement we have agreed to pay a monthly fee of $15,410, plus
reimbursable out-of-pocket expenses. Either party may terminate the
amended agreement without cause upon six months’ written notice and at any time
for cause. The amended agreement also provides for severance payments
in the event of termination upon a change of control and maintaining the
confidentiality of any proprietary information.
On
February 7, 2010, we adopted a new Management Services Agreement with 0834406 BC
Ltd., a corporation created under the laws of British Columbia, Canada, an
entity controlled by Charles E. Jenkins, our CFO. This new agreement
replaced the former Management Services Agreement dated September 1, 2006, with
Mr. Jenkins under which he provided services as our part-time Chief Financial
Officer. The former agreement expired on December 31, 2009, and the
new agreement became effective on January 1, 2010. Under the new
agreement he is to provide the same services as under the prior agreement. The
term of the new agreement is for a period of five years through December 31,
2015, and may be extended for additional one-year terms unless it is terminated
during the extended periods by either party. Under the new agreement
we have agreed to pay a monthly fee of $6,900, plus reimbursable out-of-pocket
expenses. Either party may terminate the agreement without cause upon
three months’ written notice and at any time for cause. The new
agreement also provides for severance payments in the event of termination upon
a change of control and maintaining the confidentiality of any proprietary
information.
On
February 8, 2010, we amended the Management Services Agreement dated effective
August 1, 2009, with Chapelle Capital Corp., a company partly owned by Brian
Flower, our Executive Chairman. The term of the amended agreement is
for a period of five years through December 31, 2015, and may be extended for
additional one-year terms unless it is terminated during the extended periods by
either party. For Mr. Flower’s consent to extend the agreement, we
granted him a five-year incentive warrant to purchase up to 1,000,000 shares of
our common stock at $1.50 per share. The warrant will vest and become
fully exercisable if on or before June 30, 2011, the closing price of our common
stock is at least $2.00 per share for five consecutive trading days, if on or
before December 31, 2012, the closing price is at least $2.50 per share for five
consecutive trading days, or if on or before December 31, 2015, the closing
price is at least $3.00 per share for five consecutive trading
days. Mr. Flower will also be entitled to participate in our annual
management share compensation pool. Under the amended agreement we
have agreed to pay a monthly fee of $13,340, plus reimbursable out-of-pocket
expenses. Either party may terminate the agreement without cause upon
six months’ written notice and at any time for cause. The amended
agreement also provides for severance payments in the event of termination upon
a change of control and maintaining the confidentiality of any proprietary
information.
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
February 8, 2010, we granted bonuses of 720,000 fully vested shares of common
stock to management for past services performed in 2008 and 2009. The
shares were granted under our employee benefit plan adopted in February 2010
described below. We granted 252,000 shares to Mr. Kurtanjek, 252,000
shares to an entity owned by Mr. Flower, 72,000 shares to Mr. Jenkins, 54,000
shares to an entity owned by Mr. Crosby, 54,000 shares to Christian Feddersen,
an employee in Chile, and 36,000 shares to Maria Eugenia Moscosco, an employee
in Chile. 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.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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In
February 2010 we finalized the terms of our 2010 employee benefit plan for
officers, directors, and employees to increase stockholder value and the success
of the company by motivating members of management to provide services to the
company and perform to the best of their abilities, to achieve the company’s
objectives, and to allow us to minimize the cash component of compensation while
at the same time providing a sufficiently attractive overall compensation plan
with which to attract and retain management. The plan will be open to
directors, officers or employees of or consultants to our company or an
affiliate of the company. The pool will consist of up to 1% of the
outstanding shares at the end of each year. Participants in the pool
will be determined by our Executive Chairman subject to approval by the
Compensation Committee.
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On
February 8, 2010, we granted Mr. Kurtanjek 252,000 fully vested shares valued at
$289,800 for services provided in 2008 and 2009; we granted Mr. Jenkins 72,000
fully vested shares valued at $82,800 for services provided in 2008 and 2009;
and we granted 252,000 fully vested shares valued at $289,800 for services
provided in 2008 and 2009. The shares were granted under the employee
benefit plan finalized in February 2010, described above.
As
described in Item 1.01 above, we amended our management services agreement with
Mr. Kurtanjek, our President, and Chapelle Capital Corp., an entity controlled
by Mr. Flower, our Executive Chairman. We also entered into a new
management services agreement with an entity controlled by Mr. Jenkins, our
CFO. The information set forth in Item 1.01 with respect to
these amendments and new agreement is hereby incorporated herein by
reference.
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Item
8.01
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Other
Events
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In
January 2010 the Board of Directors approved in principle the adoption of a
shareholder rights plan the effect of which would be to protect the current
shareholders from any unwelcomed takeover attempt of the
company. Management is in the process of determining the nature of a
plan but has not completed any preliminary draft of the plan or determined any
specifics related to the proposed plan.
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.
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White
Mountain Titanium Corporation
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Date: February
11, 2010
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By:
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/s/ Charles E. Jenkins | |
| Charles E. Jenkins, CFO | |||
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