Attached files
| file | filename |
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| EX-10.1 - Standard Metals Processing, Inc. | v180073_ex10-1.htm |
| EX-10.3 - Standard Metals Processing, Inc. | v180073_ex10-3.htm |
| EX-10.2 - Standard Metals Processing, Inc. | v180073_ex10-2.htm |
| EX-10.4 - Standard Metals Processing, Inc. | v180073_ex10-4.htm |
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 22, 2010
STANDARD
GOLD, INC.
(Exact
name of registrant as specified in its charter)
Colorado
(State or
other jurisdiction of incorporation)
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000-14319
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84-0991764
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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80
South Eighth Street, Suite 900
Minneapolis,
MN 55402
(Address
of principal executive offices) (Zip Code)
(612)
349-5277
(Registrant’s
telephone number, including area code)
N/A
(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:
[ ] 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))
1
Item
1.01. Entry into a Material Definitive
Agreement.
On March
22, 2010, the board of directors of Standard Gold, Inc. (the “Company”) approved
and adopted the Company’s 2010 Stock Incentive Plan (the “Plan”) and reserved
for issuance under the Plan 3,000,000 shares of the Company’s common stock, par
value $.001 per share. A brief description of the material terms of
the Plan is set forth below, and is qualified by reference to the actual text of
the Plan, which is filed herewith as Exhibit 10.1, and incorporated herein by
reference.
General
The Plan
provides for the issuance of incentives in the following forms: (i)
incentive and non-statutory stock options; (ii) stock appreciation rights
(commonly referred to as “SARs”); (iii) restricted stock; and (iv) stock
awards. Employees, officers, directors, consultants and other
independent contractors of the Company (including its subsidiaries) are eligible
to receive incentives under the Plan.
Administration
The Plan
is to be administered by the board of directors or through the Company’s
compensation committee (the “Administrator”), which committee, if any, shall
have at least two members of the board who shall be non-employee directors who
are intended to meet the criteria of “outside director” under Code Section
162(m) and “non-employee director” under Section 16 of the Securities Exchange
Act of 1934. The Company’s chief executive officer may, on a
discretionary basis and without committee review or approval, grant options to
purchase up to 50,000 shares each to new employees of the Company who are not
officers of the Company, subject to a maximum of an aggregate of 150,000 shares
in any fiscal year.
Maximum
Stock Award Levels
The
maximum number of shares available for awards under the Plan is 3,000,000. No
individual participant may be granted stock options and SARs in any single
fiscal year during the term of the Plan in respect of more than 1,000,000 shares
of common stock.
Types
of Incentives
Stock
Options. The Administrator may grant non-qualified and
incentive stock options to eligible participants to purchase shares of common
stock from the Company. The Plan confers on the Administrator discretion, with
respect to any such stock option, to determine the term of each option, the time
or times during its term when the option becomes exercisable and the number and
purchase price of the shares subject to the option. The exercise price of
incentive stock options may not be less than 100% of the fair market value of
the stock subject to the option on the date of the grant and, in some cases, may
not be less than 110% of such fair market value. The exercise price of
non-statutory options may not be less than 100% of the fair market value of the
stock on the date of grant, with limited exceptions for awards that satisfy the
requirements for deferred compensation under Section 409A of the Internal
Revenue Code. The maximum term of options under the Plan is ten
years.
2
Stock Appreciation
Rights. A stock-appreciation right, or SAR, is a right to
receive, without payment to the Company, a number of shares, the amount of which
is equal to the aggregate amount of the appreciation in the shares of common
stock as to which the SAR is exercised. For this purpose, the “appreciation” in
the shares consists of the amount by which the fair market value of the shares
of common stock on the exercise date exceeds (a) in the case of an SAR related
to a stock option, the purchase price of the shares under the option or (b) in
the case of an SAR granted alone, without reference to a related stock option,
an amount determined by the committee at the time of grant. The Administrator
has the discretion to determine the number of shares as to which a SAR will
relate as well as the duration and exercisability of a SAR.
Stock Awards and Restricted
Stock. A stock award consists of the transfer by the Company
to a participant shares of the Company, without any payment therefor, as
additional compensation for services to the Company. A share of restricted stock
consists of shares of the Company which are sold or transferred by the Company
to a participant at a price, if any, determined by the Administrator and subject
to restrictions on their sale or other transfer by the
participant. The Administrator shall determine number of shares
transferred pursuant to any stock award or as restricted stock, the price, if
any, at which shares of restricted stock shall be sold to a participant and the
terms of restrictions applicable to restricted stock.
Transferability
of Incentives
Incentives
granted under the Plan may not be transferred, pledged or assigned by the holder
thereof except, in the event of the holder’s death, by will or the laws of
descent and distribution to the limited extent provided in the Plan or the
incentive, or (in the case of a stock option or an SAR) pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. Nevertheless, stock
options and SARs may be transferred by the holder thereof to the holder’s
spouse, children, grandchildren or parents (collectively referred to as “family
members”), to trusts for the benefit of such family members, to partnerships or
limited liability companies in which family members are the only partners or
shareholders, or to entities exempt from federal income taxation pursuant to
Code Section 501(c)(3).
Effect
of Certain Corporate Events
Unless
otherwise provided in the agreement for an incentive, in the event of an
acquisition of the Company through the sale of substantially all of the
Company’s assets or through a merger, exchange, reorganization or liquidation of
the Company or a similar event as determined by the Administrator (collectively
referred to herein as a “transaction”), the Administrator shall be authorized,
in its sole discretion, to take any and all action it deems equitable under the
circumstances, including but not limited to:
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•
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terminating
the Plan and all incentives and (i) granting the holders of outstanding
vested options, in lieu of any shares of common stock they would be
entitled to receive under such options, such stock, securities or assets,
including cash, as would have been paid to such participants if their
options had been exercised and such holder had received common stock
immediately prior to such transaction (with appropriate adjustment for the
exercise price, if any), (ii) granting the holders of SARs that entitle
the participant to receive common stock, in lieu of any shares of common
stock each participant was entitled to receive as of the date of the
transaction pursuant to the terms of such incentive, if any, such stock,
securities or assets, including cash, as would have been paid to such
participant if such common stock had been issued to and held by the
participant immediately prior to such transaction; and (iii) treating
holders of any incentive which does not entitle the participant to receive
common stock in an equitable manner as determined by the
Administrator;
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•
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providing
that participants holding outstanding vested common stock-based incentives
shall receive, with respect to each share of common stock issuable
pursuant to such incentives as of the effective date of any such
transaction, at the determination of the Administrator, cash, securities
or other property, or any combination thereof, in an amount equal to the
excess, if any, of the fair market value of such common stock on a date
within ten days prior to the effective date of such transaction over the
option price or other amount owed by a participant, if any, and that such
incentives shall be cancelled, including the cancellation without
consideration of all options that have an exercise price below the per
share value of the consideration received by the Company in the
transaction;
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3
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•
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providing
that the Plan (or a replacement plan) shall continue with respect to
incentives not cancelled or terminated as of the effective date of such
transaction and provide to participants holding such incentives the right
to earn their respective incentives on a substantially equivalent basis
(taking into account the transaction and the number of shares or other
equity issued by such successor entity) with respect to the equity of the
entity succeeding the Company by reason of such transaction;
and
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•
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providing
that all unvested, unearned or restricted incentives shall be void and
deemed terminated, or, in the alternative, for the acceleration or waiver
of any vesting, earning or restrictions on any
incentive.
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In
addition, the Company’s board of directors may restrict the rights of
participants in the event of a transaction to the extent necessary to comply
with Section 16(b) of the Securities Exchange Act of 1934, the Code or any other
applicable law or regulation.
Duration,
Amendment and Termination
Subject
to limited exceptions, the Company’s board of directors may amend or discontinue
the Plan at any time. However, no such amendment or discontinuance may adversely
change or impair a previously granted incentive without the consent of the
recipient thereof.
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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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Appointment of
President
On April
1, 2010, the Company appointed Stephen E. Flechner, age 67, to serve as its
President effective as of such date. Since 1994, Mr. Flechner has
served as a consultant to several junior mineral exploration companies, many of
which have been listed on the TSX Venture Exchange or the
OTCBB. From 2006 to 2008, Mr. Flechner served as interim
president and as a director of Woulfe Mining Inc., where he was instrumental in
acquiring for Woulfe Mining the largest formerly producing gold and tungsten
mines in South Korea. From 1979 to 1993, Mr. Flechner served as vice
president and general counsel of Gold Fields Mining Corp, the US subsidiary of
the former Consolidated Gold Fields of London, where he helped acquire, permit,
finance and develop low-cost, heap-leach gold mines at Ortiz in New Mexico,
Mesquite in California and Chimney Creek in Nevada. Since 2004, Mr.
Flechner has also served as a director of Cronus Resources Ltd., a
publicly traded exploration company located in Toronto, Ontario, Canada (TSXV:
CZR), which recently announced a potential merger transaction with a privately
held company that controls certain gold projects in Colombia. Mr.
Flechner holds a Doctorate in Law from Yale and has lectured at the Rocky
Mountain Mineral Law Institute on “Environmental Laws & Regulations
Governing Gold Mining in the West”.
4
On April
1, 2010, the Company entered into an employment agreement (the “Employment
Agreement”) with Mr. Flechner to serve as its President commencing on such
date. The term of the Employment Agreement is for a period of one
year, with automatic one-year renewals, subject to either party’s right to
terminate upon 30-day written notice. Pursuant to the Employment
Agreement, Mr. Flechner is entitled to a base salary of $10,000 per month, and
is eligible for an annual bonus at the discretion of the Company’s compensation
committee (or the Company’s board in the absence of a compensation
committee). In the event Mr. Flechner is terminated by the Company
for any reason other than death or for “Cause” (as defined in the Employment
Agreement), he will be entitled to receive his accrued and unpaid compensation
to the time of the termination plus a severance payment of $60,000, provided
that in the event such termination occurs within three months of commencement of
employment, such severance payment shall be equal to $20,000 multiplied by the
number of full months of employment Mr. Flechner has completed with the Company
as of such termination date. The Employment Agreement includes
standard confidentiality provisions, as well as a one-year non-solicitation
provision and a one-year non-competition provision.
Pursuant
to the Employment Agreement, the Company and Mr. Flechner also entered into a
Stock Option Agreement (the “Option Agreement”), whereby the Company issued Mr.
Flechner a ten-year option to purchase 800,000 shares of the Company’s common
stock at an exercise price of $0.90 per share, which was the closing price of
the Company’s common stock on the date employment commenced. The
option is subject to the terms of the Plan, and vests in three equal annual
installments, with the first tranche vesting on the date employment
commenced. The vesting of the option shall accelerate (i) at such
time the closing price of the Company’s common stock (as quoted on the OTCBB or
an exchange) remains at or above $3.00 per share for 30 consecutive days, (ii)
upon Mr. Flechner’s death, (iii) upon the occurrence of a Change of Control (as
defined in the Employment Agreement or (iv) upon the termination of employment
for any reason other than Cause.
During
the months of January 2010 through March 2010, Mr. Flechner provided services to
the Company on an outside consulting basis, and in consideration therefor was
paid an aggregate of $30,000 in the form of consulting fees.
The above
summary of the Employment Agreement and Option Agreement are qualified by
reference to the actual text of the Employment Agreement and Option, which are
filed herewith as Exhibits 10.2 and 10.3, respectively, and incorporated herein
by reference.
Mr.
Flechner is also party to a consulting agreement with Wits Basin Precious
Minerals Inc., the majority shareholder of the Company (“Wits Basin”), dated
April 1, 2010, whereby Mr. Flechner is to provide outside consulting services to
Wits Basin. Pursuant to the consulting agreement, Mr. Flechner is
eligible to receive a consulting fee equal to $500 per full-day ($800 if
completed outside the United States) such services are provided, with the
specific services and the amount of time required to complete such services to
be agreed in writing by Wits Basin and Mr. Flechner on a project-by-project
basis. On April 1, 2010, as additional consideration for his
agreement to enter into the consulting agreement, Wits Basin issued Mr. Flechner
a five-year warrant to purchase 1,500,000 shares of Wits Basin common stock at
an exercise price of $0.10 per share. The exercisability of the
warrant vests in the holder in three equal annual installments, with the right
to exercise the first 500,000 shares under the warrant vesting
immediately.
Option Grant to Chief
Executive Officer
On April
1, 2010, the Company entered into a Stock Option Agreement with its Chief
Executive Officer, Stephen D. King, whereby the Company issued Mr. King a
ten-year option to purchase 800,000 shares of the Company’s common stock at an
exercise price of $0.90 per share, which was the closing price of the Company’s
common stock on the date of grant. The option is subject to the terms
of the Plan, and vests in three equal annual installments with the first tranche
vesting on the date of grant. The vesting of the option shall
accelerate (i) upon Mr. King’s death or (ii) upon the occurrence of a Change of
Control (as defined in the option agreement). Immediately upon grant,
Mr. King transferred his rights to the Stock Option Agreement to his spouse,
Deborah King.
5
The
option agreement with Mrs. King (as an assignee of Mr. King) is filed herewith
as Exhibit 10.4, which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Exhibits.
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10.1
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2010
Stock Incentive Plan
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10.2
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Employment
Agreement with Stephen E. Flechner dated April 1, 2010
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10.3
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Stock
Option Agreement with Stephen E. Flechner dated April 1,
2010
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10.4
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Stock
Option Agreement with Deborah King dated April 1,
2010
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6
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 hereunto
duly authorized.
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STANDARD
GOLD, INC.
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Date:
April 5, 2010
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By:
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/s/ Mark D. Dacko |
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Mark
D. Dacko
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Chief
Financial Officer
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7