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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2010
(SEPTEMBER 21, 2010)
INKSURE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24431 84-1417774
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. BOX 7006, AUDUBON, PENNSYLVANIA 19407
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(Address of principal executive offices) (Zip Code)
+(972) 8936 5583
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(Registrant's telephone number, including area code)
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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
APPOINTMENT OF AN OFFICER
On September 21, 2010, the Board of Directors (the "Board") of InkSure
Technologies Inc. (the "Company") adopted a resolution to appoint Mr. David
(Dadi) Avner, the former controller of the Company's subsidiary, InkSure Ltd.,
as Chief Financial Officer of the Company commencing immediately. Mr. Avner will
continue to be an employee of InkSure Ltd.
Under his employment agreement with InkSure Ltd., Mr. Avner is entitled to a
base salary of 22,500 New Israeli Shekels ("NIS") per month (the "Base Salary"),
payable monthly. In addition, Mr. Avner is entitled to an additional monthly
gross amount of NIS 7,500 as global compensation for overtime hours (the "Global
Overtime Compensation"; the Base Salary together with the Global Overtime
Compensation, the "Salary"). Furthermore, InkSure Ltd. pays him an amount of up
to 13.83% of the Salary for his Manager's Insurance Fund, and an additional
amount equal to 7.5% of the Salary for his Advanced Study Fund. Mr. Avner is
also entitled to a company car, cell phone and laptop computer in accordance
with InkSure Ltd.'s policies. Mr. Avner is also entitled to paid annual vacation
time and such other benefits as the Company may grant from time to time to its
executive employees.
Finally, in connection with his appointment, InkSure Ltd. recommended to the
Board that it grant Mr. Avner options to purchase up to 400,000 shares of the
Company's common stock according and subject to the provisions of the Company's
2002 Employee, Director and Consultant Stock Option Plan, and subject to the
Board's approval, shareholder approval, if required, and subject to the
employee's execution of the Company's standard option agreement and its
appendices.
Mr. Avner is a Certified Public Accountant admitted to practice in Israel since
2002. From 1999 to 2002, Mr. Avner worked as a Manager at the Audit Department
of Kost, Forer & Gabbay - C.P.A (Ernest & Young, Israel). From 2002 to 2005, Mr.
Avner served as a Financial Controller of IP Planet Network and Gilat Satcom
communication companies, which provide Internet backbone connectivity over
digital video broadcasting (DVB) satellites. From 2005 to 2009, Mr. Avner served
as CFO of Onset Technology, Ltd. a wireless software company that focuses on
mobile emergency communications and mobile data loss prevention (DLP). Mr. Avner
holds a B.A. in Business and Management with a specialization in Accounting from
the College of Management in Israel since 1999.
AMENDMENT TO THE INKSURE TECHNOLOGIES INC. 2002 EMPLOYEE, DIRECTOR AND
CONSULTANT STOCK OPTION PLAN
At the annual meeting of stockholders the Company held on September 21, 2010
(the "Annual Meeting"), the Company's stockholders approved and ratified
amendments to the Company's 2002 Employee, Director and Consultant Stock Option
Plan (the "2002 Plan") to increase the number of shares of Common Stock which
can be issued to employees, directors and consultants of the Company under the
2002 Plan from 3,500,000 shares to 10,000,000 shares. Amendment No. 1 and
Amendment No. 2 to the 2002 Plan are set forth in Exhibit 10.1 and Exhibit 10.2
attached hereto and incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, the Company elected seven directors, each for a one-year
term of office to serve until the Company's 2011 Annual Meeting of Stockholders,
or until their successors are elected and qualified. The nominated directors
received the following votes:
BROKER
DIRECTOR FOR AGAINST ABSTAIN NON-VOTE
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Jonathan Bettsack 30,151,147 485,712 18,000 10,818,109
Yaron Meerfeld 17,556,631 13,080,228 18,000 10,818,109
Gadi Peleg 30,187,912 448,947 18,000 10,818,109
Alon Raich 15,192,745 15,444,114 18,000 10,818,109
Randy F. Rock 14,844,858 15,792,001 18,000 10,818,109
David W. Sass 30,187,912 448,947 18,000 10,818,109
Pierre Schoenheimer 30,140,847 496,012 18,000 10,818,109
The Company's shareholders also approved and ratified amendments to the
Company's 2002 Plan to increase the number of shares of Common Stock, which can
be issued to employees, directors and consultants of the Company under the 2002
Plan from 3,500,000 shares to 10,000,000 shares. The amendments received the
following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTE
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15,830,211 14,769,633 55,015 10,818,109
The Company's shareholders also approved an amendment to the Company's
Certificate of Incorporation, increasing the number of authorized shares of
Common Stock from 50,000,000 to 75,000,000, par value $0.01 per share. The
amendment was filed with the Delaware Secretary of State and became effective on
September 21, 2010. The Certificate of Amendment of the Company's Certificate of
Incorporation is set forth in Exhibit 3.1 attached hereto and incorporated by
reference herein. The amendment received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTE
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20,893,049 14,448,307 37,878 6,093,734
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NO.: EXHIBIT DESCRIPTION:
3.1 Certificate of Amendment of Certificate of Incorporation of
Inksure Technologies Inc.
10.1 Employment Agreement, between InkSure Ltd. and Mr. David (Dadi)
Avner dated as of August 15, 2010.
10.2 Amendment No. 1 to the Inksure Technologies Inc. 2002 Employee,
Director and Consultant Stock Option Plan.
10.3 Amendment No. 2 to the Inksure Technologies Inc. 2002 Employee,
Director and Consultant Stock Option 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.
INKSURE TECHNOLOGIES, INC.
Date: September 21, 2010
By: /s/ Tal Gilat
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Name: Tal Gilat
Title: President and Chief Executive Officer
