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):  November 14, 2012


GelTech Solutions, Inc.

(Exact name of registrant as specified in its charter)



Delaware

000-52993

56-2600575

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


1460 Park Lane South, Suite 1

Jupiter, Florida 33458

(Address of Principal Executive Office) (Zip Code)


(561) 427-6144

(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:


¨ 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.  


On November 14, 2012, GelTech Solutions, Inc. (the “Company”) approved new employment agreements for Michael Cordani, Chief Executive Officer, Joseph Ingarra, President, Peter Cordani, Chief Technology Officer and Michael Hull, Chief Financial Officer. The employment agreements provide for base salaries of $150,000 and 800,000 stock settled stock appreciation rights (“SARS”) of which (i) 200,000 vested immediately, (ii) 200,000 vest upon the Company generating $3,000,000 in revenue in any 12-month period, (iii) another 200,000 vest upon the Company generating $5,000,000 in revenue in any 12-month period and (iv) another 200,000 vest upon the Company generating $6,000,000 in revenue in any 12-month period. The SARs are exercisable at $0.45 per share over a 10-year period. Messrs. Michael and Peter Cordani and Joseph Ingarra agreed to cancel the 250,000 stock options granted to each of them in their prior employment agreements. These executives’ base salary will increase to: (i) $170,000 upon the Company generating $3,000,000 in revenue in any 12-month period, (ii) $190,000 upon the Company generating $5,000,000 in any 12-month period and (iii) $200,000 upon the Company generating $6,000,000 in any 12-month period.


Additionally, the Company approved an employment agreement for Jerome Eisenberg, the Company’s Executive Chairman and Chairman of the Board. Mr. Eisenberg will receive a base salary of $200,000 per year and was granted 800,000 restricted stock units vesting on identical terms as the SARs. All of the executives will receive a monthly a car allowance of $600 per month. The Compensation Committee (the “Committee”) will also have the discretion to award each of the executives a bonus based upon job performance, revenue growth or any other factors determined by the Committee.


Each of the employment agreements is effective as of October 1, 2012 and is for a four-year term.





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

GELTECH SOLUTIONS, INC.

 

 

 

 

 

November 20, 2012

By:  

/s/ Michael Cordani

 

         

 

Michael Cordani, Chief Executive Officer