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): January 14,
2011
ONSTREAM MEDIA
CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
(State or
Other Jurisdiction of Incorporation)
000-22849
|
65-0420146
|
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
1291 SW 29 Avenue, Pompano Beach, Florida 33069
(Address
of executive offices and Zip Code)
(954)
917-6655
(Registrant's
Telephone Number, Including Area Code)
_____________________________
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to 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 CRF
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 133-4(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
Arrangement of Certain Officers
On
Friday, January 14, 2011 the Compensation Committee of our Board of Directors
(the “Committee”) awarded 983,400 four-year options under the provisions of the
2007 Equity Incentive Plan (the “Plan”), which Plan was first approved by our
shareholders on September 18, 2007 and amended by them on March 25, 2010. These
options were issued to directors, employees and consultants of the company, will
vest over two years and are exercisable at $1.23 per share, fair market value on
the date of the grant. An aggregate of 475,000 of those options, with a
Black-Scholes valuation of approximately $388,000, were granted to our 5 Named
Executive Officers and an aggregate of 75,000 of those options, with a
Black-Scholes valuation of approximately $61,000, were granted to our three
outside directors. The Committee also instructed management to include a request
for additional authorized Plan shares in the next shareholder proxy, and
approved that the above grant be augmented by an equal number of options issued
to the same recipients, using the same strike price as the basic grant, to the
extent permitted by applicable law and subject to shareholder and/or any other
required regulatory approvals.
As part
of the employment agreements previously entered into by us with our 5 Named
Executive Officers, our Compensation Committee and Board of Directors agreed
that in the event we are sold for a Company Sale Price that represents at least
$6.00 per share (adjusted for recapitalization including but not limited to
splits and reverse splits), the Executives will receive, as a group, cash
compensation of twelve percent (12.0%) of the Company Sale Price, payable in
immediately available funds at the time of closing such transaction. In addition
to the allocation of a percentage of the Company Sale Price to the Executives,
as discussed above, our Compensation Committee had previously determined that an
additional two percent (2.0%) of the Company Sale Price would be allocated, on
the same terms, to the then four outside members of our Board of Directors (0.5%
each), as a supplement to provide appropriate compensation for ongoing services
as a director and as a termination fee. On June 5, 2010, one of the four outside
Directors passed away and we are still in the process of evaluating independent
candidates to fill the resulting Board vacancy. On Friday, January 14, 2011 the
Committee agreed that it would approve amendments to the executive employment
agreements, as well as amending the same terms as applicable to the Board
members, allowing for all or part of such compensation to be paid in shares at
the recipient’s option, at any time if our stock is trading above $6.00 per
share, without requiring that we be sold. The issuance of such shares would be
to the extent permitted by applicable law and subject to shareholder and/or any
other required regulatory approvals.
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.
ONSTREAM
MEDIA CORPORATION
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By:
/s/ Robert E.
Tomlinson
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January
21, 2011
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Robert E. Tomlinson,
CFO
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