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): August 8, 2011
SINGLE TOUCH SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-53744
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13-4122844
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(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2235 Encinitas Boulevard, Suite 210, Encinitas, California 92024
(Address of principal executive offices) (Zip Code)
(760) 438-0100
(Registrant’s telephone number, including area code)
N/A
(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:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2011, we appointed Stuart R. Levine to serve on our Board of Directors. (Our Board of Directors does not currently have any committees.)
Pursuant to our appointment letter agreement with him dated August 8, 2011 (the “Levine Agreement”), we will pay Mr. Levine an annual cash stipend of $20,000 (in quarterly increments).
We also indicated in the Levine Agreement an intention to make annual grants to Mr. Levine of 200,000 five-year stock options under our 2010 Stock Plan, which annual options would vest in one lump amount one year after they are granted, subject to continuation of service. Such stock options would, if vested on the date of cessation of service, remain exercisable until the earlier of the scheduled expiration date or 18 months after the cessation of service, whichever is sooner.
We also indicated in the Levine Agreement an intention to grant Mr. Levine 25,000 fully-vested upfront shares of common stock under our 2009 Employee and Consultant Stock Plan.
As contemplated by the Levine Agreement, we granted such 200,000 stock options and 25,000 shares to Mr. Levine on August 8, 2011. The exercise price of the stock options is $0.331 per share.
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.
Date: August 11, 2011
| SINGLE TOUCH SYSTEMS INC. | |||
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By:
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/s/ James Orsini | |
| Name: |
James Orsini
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| Title: | Chief Executive Officer and President | ||