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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2013
SOLAR3D, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-49805 01-0592299
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(Commission File Number) (I.R.S. Employer Identification No.)
26 WEST MISSION AVENUE, SUITE 8, SANTA BARBARA, CALIFORNIA 93101
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(Address of principal executive offices) (Zip Code)
(805) 690-9000
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(Registrant's telephone number, including area code)
6500 HOLLISTER AVENUE, SUITE 1230, SANTA BARBARA, CALIFORNIA 93117
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(Former name, former address and former fiscal year,
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 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
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Item 5.02. Departure of Directors or Certain Officers, Appointment of
Certain Officers, Compensatory Arrangements of Certain
Officers.
On September 23, 2013, Solar3D, Inc., a Delaware corporation (the
"Company"), entered into a Restricted Stock Grant Agreement (the "RSGA") with
its Chief Executive Officer, James B. Nelson, to create management incentives to
improve the economic performance of the Company and to increase its value and
stock price. All shares issuable under the RSGA are performance shares and none
have yet vested nor been issued. The RSGA provides for the issuance of up to
20,000,000 shares of the Company's common stock to Mr. Nelson in stages as
certain milestones are achieved by the Company, as follows:
RESTRICTED SHARES COMPANY PERFORMANCE GOALS
4,000,000 The Company's Market Capitalization exceeds
$10,000,000. Market Capitalization shall mean the
total number of shares of issued and outstanding
common stock, multiplied by the closing trade price
of the Company's stock on the date of determination.
6,000,000 The Company's consolidated gross revenue, calculated
in accordance with generally accepted accounting
principles, consistently applied, equals or exceeds
$10,000,000 for the trailing twelve-month period.
10,000,000 The Company's consolidated net profit, calculated in
accordance with generally accepted accounting
principles, consistently applied, equals or exceeds
$2,000,000 for the trailing twelve-month period.
As performance goals are achieved and shares became eligible for
vesting and issuance to Mr. Nelson under the RSGA, they vest according to the
following terms and conditions:
After a particular Company Performance Goal has been met, the
Restricted Shares associated with that particular Company Performance Goal shall
be eligible for vesting (the "Eligible Restricted Shares"). The Eligible
Restricted Shares shall vest on a monthly basis, based on the following formula:
5% x Prior Monthly Trade Value
Monthly Number of Vested Shares = ---------------------------------------------
Fair Market Value of the Company's Shares
For the purposes of the RSGA, the Monthly Trade Value of the Company's
Shares shall mean the aggregate sum of the Daily Trade Value in a calendar
month. The Daily Trade Value is defined as the closing trade price of the
Company's shares multiplied by the daily trade volume. For example, if the
closing trade price was $1.00 and the daily trade volume on that day was 500,000
shares, then the Daily Trade Value for that day would be $500,000. For the
purposes of the RSGA, Fair Market Value is equal to the average of the trailing
ten (10) closing trade prices of the Company's common stock as quoted on the
public securities trading market on which the Company's common stock is then
traded. If the Company's common stock is no longer publicly traded, then the
Board of Directors in good faith shall determine the Monthly Number of Vested
Shares. If the Prior Monthly Trade Value is less than $50,000, then zero
Eligible Restricted Shares shall vest for that month.
A copy of the Restricted Stock Grant Agreement is attached to this
Report as Exhibit 10.1.
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
10.1 Restricted Stock Grant Agreement, dated September 23, 2013, by
and between Solar3D, Inc., a Delaware corporation, as Grantor,
and James B. Nelson, as Grantee.
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, thereunto duly authorized.
SOLAR3D, INC.
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(Registrant)
Date: September 26, 2013
/s/ James B. Nelson
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James B. Nelson, Chief Executive Officer
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