SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 16, 2011 (December 1, 2011)
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Nevada 000-49669 30-0658859
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL, New York, NY 10019
(Address of principal executive offices) (Zip Code)
(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
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] 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 240.13a-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
Pursuant to a unanimous written consent, dated as of December 1, 2011, the Board
of Directors of the Registrant approved the grant of options to purchase common
stock to John R. Rice, III, President, Joseph F. Ingrassia, Vice-President and
Robert L. Olson, Chief Financial Officer and certain management and employees of
Registrant and certain officers and employees of its subsidiary companies.
Messrs. Rice, Ingrassia and Olson were each granted 60,000 options.
The options granted have an exercise price of $1.73, based on the estimated fair
market value of the Registrant's share price on the date of the grant. 50% of
the options vest and are exercisable on the first anniversary of the grant date
and 100% of the options vest and are exercisable on the second anniversary of
the grant date, so long as the optionee is still employed by the Registrant or
its subsidiaries. The options are valid for 5 years from the grant date and
shall expire thereafter. Each optionee will sign a Non-Qualified Stock Option
Agreement with the Registrant which more fully details the terms and conditions
of the grant.
This summary of the Non-Qualified Stock Option Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Form Non-Qualified Stock Option Agreement filed as Exhibit 10.1 of the
Registrant's Form 8-K filed on January 26, 2011 and is incorporated by reference
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: December 16, 2011
By: /s/ John R. Rice, III
John R. Rice, III
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