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): May 9, 2011
BERGIO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-150029
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27-1338257
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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12 Daniel Road
East Fairfield, NJ 07004
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(Address of principal executive offices)
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(973) 227-3230
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2011, the Board of Directors (the “Board”) of Bergio International, Inc., (the “Company”) approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award Plan (the “Plan”) set forth hereto as Exhibit 10.1. Subject to adjustment for mergers, reorganizations, consolidation, recapitalization, stock dividend or other change in corporate structure, a total of 5,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), is subject to the Plan. Under the Plan, the Company may the grant non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees. Subject to a tax exception, if any Option or Restricted Stock expires or is canceled prior to its exercise or vesting in full, the shares of Common Stock issuable under the Option or Restricted Stock may be issuable pursuant to future Options or Restricted Stock under the Plan.
The Plan shall be administered by a committee consisting of one (1) director (the “Committee”). In the absence of such a Committee, the Board shall administer the Plan.
(i) the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Company on the date the Option is granted, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at least 110% of the Fair Market Value;
(ii) the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than ten (10) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Stock Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;
(iii) subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal year of the Company through the five (5) year anniversary of the date on which the Option was granted;
(iv) no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and
(v) with respect to Incentive Stock Options, the aggregate Fair Market Value of Common Stock that may be issued for the first time during any calendar year shall not exceed $100,000.
Each award of Restricted Stock is subject to the following material terms:
(i) no rights to an award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Committee;
(ii) Restricted Stock shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant;
(iii) shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied; and
(iv) the Restricted Stock are not transferable until the date on which the Committee has specified such restrictions have lapsed.
The above description of the Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Plan and the exhibits thereto, as set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Bergio International, Inc. 2011 Stock Incentive and Reward Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form S-8, filed May 10, 2011.)
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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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BERGIO INTERNATIONAL, INC.
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Dated: May 11, 2011
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/s/ Berge Abajian
Berge Abajian
Chief Executive Officer
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