Attached files
| file | filename |
|---|---|
| EX-99.1 - COMPOSITE TECHNOLOGY CORP | v196490_ex99-1.htm |
| EX-10.03 - COMPOSITE TECHNOLOGY CORP | v196490_ex10-03.htm |
| EX-10.02 - COMPOSITE TECHNOLOGY CORP | v196490_ex10-02.htm |
| EX-10.01 - COMPOSITE TECHNOLOGY CORP | v196490_ex10-01.htm |
| EX-10.04 - COMPOSITE TECHNOLOGY CORP | v196490_ex10-04.htm |
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): September 13, 2010, (September 7,
2010)
COMPOSITE
TECHNOLOGY CORPORATION
(Exact
name of registrant as specified in Charter)
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Nevada
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000-10999
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59-2025386
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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2026
McGaw Avenue
Irvine,
California 92614
(Address
of Principal Executive Offices)
(949)
428-8500
(Issuer
Telephone number)
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Forward
Looking Statements
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors
(including the risks contained in the section of the Registrant’s Form 10-K
entitled “Risk Factors”) relating to Registrant’s industry, Registrant’s
operations and results of operations and any businesses that may be acquired by
Registrant. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
the Registrant believes that the expectations reflected in the forward looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements to
conform these statements to actual results.
Item
1.01. Entry into a Material Definitive
Agreement.
On
September 8, 2010 the Registrant entered into a Letter Agreement (the
“Agreement”) with its newly appointed Director, Denis C. Carey
(“Carey”). The Agreement provided for Carey’s appointment as a member
of the Board of Directors to last one year or until the annual general meeting
at which new directors are selected and that the terms of the agreement would
govern any extension and reelection as a Director for a period of up to two (2)
additional terms for a total of up to three years. The Agreement provides for a
monthly remuneration of up to $5,000 and the granting of 500,000 options to
purchase shares of the Registrant's common stock as further described below. The
Agreement provides for the reimbursement of expenses and the benefit of the
Registrant's liability insurance for Directors and Officers. The Agreement
provides for attendance of a minimum of four quarterly meetings per calendar
year and one meeting held following the annual general meeting and the
obligation to serve on Board Committees as required. The appointment of Carey as
a Director may be terminated at any time for any or no reason by Carey or the
Registrant upon written notice to the other in accordance with the Bylaws. The
description of the Letter Agreement is qualified in its entirety by reference to
the Letter Agreement attached hereto as Exhibit 10.1.
On
September 8, 2010, the Board of Directors of the Registrant approved the
execution of an Option Agreement between the Registrant with the
following Director of the Registrant: Denis C. Carey, an independent director
newly appointed. Pursuant to the Option Agreement Mr. Carey would be
granted 500,000 options to acquire the Registrant's shares of common stock at an
exercise price of $0.35 per option. The options will vest over a period of 36
months with the first portion of 41,667 vesting 3 months after the grant date
and thereafter an additional portion of 41,667 will vest at regular 3-monthly
intervals until the vesting of the twelfth and final last portion of 41,663 on
the 3-year anniversary of the grant date. The options would be granted under and
governed by the terms and conditions of the 2008 Stock Option Plan (the
"2008 Plan") and the Option Agreement. The options are neither transferable nor
assignable by Optionee other than by will or by the laws of
descent. The Registrant has not yet executed the Option Agreement but
intends to do so in the next few days. The description of the Option
Agreement is qualified in its entirety by reference to the Option Agreement
attached hereto as Exhibit 10.2.
On
September 8, 2010, the Registrant entered into a Confidential Information and
Invention Assignment Agreement (“Confidential Agreement”) with Denis C. Carey
("Carey"), an independent director newly appointed. Pursuant to the Confidential
Agreement, Carey agreed not to directly or indirectly use, make available, sell,
disclose or otherwise communicate to any third party any of the Registrant's
Confidential Information. Further, Carey assigned, pursuant to the Confidential
Agreement, to the Registrant all rights, title and interests in and to all of
his Subject Ideas and Inventions including all registrable and patent rights.
Carey also agreed that during his respective term of office as a Director of the
Registrant and for one year after termination of each of their employment
without the Registrant's express written consent directly or indirectly employ,
they would not solicit for employment or recommend for employment by any party
other than the Registrant, any person employed by the Registrant as an employee
or a consultant and call or, solicit or take away, or attempt to call on,
solicit or take away, any of the Registrant's customers or potential customers
on whom Carey became acquainted during his term as Director with the Registrant.
The description of the Confidential Agreement with Carey is qualified in its
entirety by reference to the Confidential Agreement attached hereto as Exhibit
10.03
Item
3.02. Unregistered Sales of Equity Securities.
On
September 10, 2010 we issued warrants to purchase 300,000 unregistered shares of
Common Stock at a purchase price of $0.35 per share to Cobalt Power which are
subject to exercise rights. The exercise rights vest over a three
year time period with 50,000 warrant exercise rights vesting six months after
issuance with an additional 25,000 exercise rights vesting each three months
thereafter. The vesting rights shall continue so long as Cobalt Power
is providing sales and marketing related services to the
Registrant.
We relied
upon the exemption from registration as set forth in Section 4(2) of the
Securities Act for the issuance of these securities. The recipient took these
securities for investment purposes without a view to distribution and had access
to information concerning us and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the acquisition of these securities.
Item
5.02. Departure of Directors or Principal Officers;
Election or Directors; Appointment of Principal Officers.
(c) On
September 7, 2010, John Mitola, one of the Registrant’s Independent Directors,
resigned from the Board of Directors for personal reasons.
(d) On
September 8, 2010, the Board of Directors of the Registrant elected Denis C.
Carey (“Carey”) as a new member of the Board of Directors. Carey was appointed
for a 1-year term subject to reelection by the Shareholders for 2 further terms
of 1-year on the same terms and conditions. Carey was also appointed to the
Audit Committee and the Compensation Committee with immediate effect. In
remuneration for his services, Carey will receive $4,000 per month during his
term as a Director. He was also granted 500,000 options to purchase shares of
common stock of the Registrant at a price of $0.35 per option. These options
will vest over 36 months with the first portion of 41,667 vesting 3 months after
the grant date and thereafter an additional portion of 41,667 will vest at
3-monthly intervals until finally the last portion of 41,663 will vest on the
3-year anniversary of the grant.
There are
no family relationships among the directors or executive officers.
There are
no transactions, since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company’s total assets at year-end for the last
three completed fiscal years, and in which any related person had or will have a
direct or indirect material interest.
Other
than the agreements described under Item 1.01, there is no material plan,
contract or arrangement (whether or not written) to which Mr. Carey is a party
or in which he participates that is entered into or material amendment in
connection with the triggering event or any grant or award to Mr. Carey or
modification thereto, under any such plan, contract or arrangement in connection
with any such event.
Item
9.01. Financial Statement and
Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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10.01
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Letter Agreement between the
Registrant and Denis C. Carey *
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10.02
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Option Agreement between the
Registrant and Denis C. Carey *
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10.03
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Confidential Information and
Inventions Assignment Agreement between the Registrant and Denis C. Carey
*
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10.04
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Resignation letter of John Mitola
from Independent Directorship of the Registrant
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99.1
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Press Release dated September 13,
2010 regarding appointment of Denis C. Carey as Independent Director of
Composite Technology
Corporation.
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* Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.
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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Composite Technology
Corporation
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By:
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/s/ Domonic J.
Carney
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Domonic J.
Carney
Chief Financial
Officer
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Dated: September 13,
2010
Exhibit
Index
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Exhibit
Number
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Description
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10.01
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Letter Agreement between the
Registrant and Denis C. Carey *
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10.02
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Option Agreement between the
Registrant and Denis C. Carey *
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10.03
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Confidential Information and
Inventions Assignment Agreement between the Registrant and Denis C. Carey
*
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10.04
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Resignation letter of John Mitola
from Independent Directorship of the Registrant
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99.1
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Press Release dated September 13,
2010 regarding appointment of Denis C. Carey as Independent Director of
Composite Technology
Corporation.
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* Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.