Attached files
| file | filename |
|---|---|
| EX-10.1 - Standard Metals Processing, Inc. | v209258_ex10-1.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): January 21, 2011
STANDARD
GOLD, INC.
(Exact
name of registrant as specified in its charter)
Colorado
(State or
other jurisdiction of incorporation)
|
000-14319
|
84-0991764
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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)
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On
January 21, 2011, the Registrant’s Board of Directors (the “Board”) approved the
amendment of its 2010 Stock Incentive Plan (the “2010 Plan”) to increase the
shares reserved under the 2010 Plan from 3,000,000 to 13,500,000
shares.
The
foregoing is qualified in its entirety by reference to the 2010 Plan, as
amended, which is being filed as Exhibit 10.1 to this Current Report on Form
8-K; and such exhibit is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
January 21, 2011, Stephen D. King resigned as the Registrant’s Chief Executive
Officer. Mr. King remains a member of the Board of Directors (the “Board”). The
Board authorized the immediate vesting of all options to purchase common stock
of the Company held by Mr. King concurrent with his resignation as Chief
Executive Officer, which includes 3,500,000 options granted to Mr. King on
January 21, 2011, with an exercise price of $0.51 per share (the closing price
of the Company’s common stock on the date of grant).
On
January 21, 2011, the Board appointed Alfred A. Rapetti to serve as Chief
Executive Officer. Mr. Rapetti has served on the Board since September 14,
2010. Mr. Rapetti will receive a draw of $25,000 per month and
entered into an option agreement with the Company dated January 21, 2011,
pursuant to which he was granted the option to purchase up to an aggregate of
4,500,000 shares of the Registrant’s common stock, with an exercise price of
$0.51 per share (the closing price of the Company’s common stock on the date of
grant), with such options vesting over a four year period. At this time, the
Registrant has not entered into an employment agreement with Mr.
Rapetti.
Mr.
Rapetti, age 64, has over 40 years of experience in investment banking, merchant
banking, venture capital and serial entrepreneurship. Prior to his appointment
as Chief Executive Officer, Mr. Rapetti served as a managing director for NewOak
Capital LLC, New York from July 1, 2010 through January 2011. From 2010 through
2007, Mr. Rapetti was an independent consultant. From 2005 through 2006, Mr.
Rapetti was the executive vice-chairman and owner of Avantair, Inc. From 1995
through 2004, Mr. Rapetti was with Stamford Capital Group, Inc., acquiring over
$6 billion of companies over a nine year period involving some 225 transactions
including Great Dane Holdings, Falcon Building Products, Sithe Energies and
Clark-Sweibel. Individually as an entrepreneur, Mr. Rapetti created/owned a
major leasing company in addition to starting/running the largest nuclear safety
firm in the world servicing 14 U.S. nuclear utilities and four foreign
governments. Mr. Rapetti has a B.S. in nuclear engineering and marine
engineering from SUNY Maritime College and M.S. in nuclear engineering from New
York University.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
|
Description of Document
|
|
|
10.1
|
Standard
Gold, Inc 2010 Stock Incentive Plan (amended as of January 21,
2011).
|
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.
|
STANDARD
GOLD, INC.
|
||
|
Date: January
27, 2011
|
By:
|
/s/ Mark D. Dacko
|
|
Mark
D. Dacko
|
||
|
Chief
Financial Officer
|
||