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Attachment 1
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 filed on
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event): March 3, 2009 (February 24,
2009)
INNOVATIVE
CARD TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-51260
|
90-0249676
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
||
|
633
West Fifth Avenue, Suite 2600
Los
Angeles,
California,
90071
|
||||
|
(Address
of principal executive offices, Zip
Code)
|
||||
(213)
223-2142
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
CURRENT
REPORT ON FORM 8-K
INNOVATIVE
CARD TECHNOLOGIES, INC.
March 3,
2009
EXPLANATORY
NOTE
This
Amendment No. 1 (“Amendment”) on Form 8-K/A amends certain disclosures contained
in the Current Report on Form 8-K filed by Innovative Card Technologies, Inc.
(“Company”) with the Securities and Exchange Commission (the “SEC”) on February
24, 2009 (“Original Filing”) with respect to the filing date of the Current
Report on Form 8-K in which the Company disclosed the appointment of Richard
Nathan as President and CEO. This Amendment should be read in conjunction with
the Original Filing and any subsequent disclosure made by the Company, including
any amendments thereto. Any terms not specifically defined in
this Amendment shall have the meaning ascribed to them in the Original
Filing.
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Item
1.01
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Entry
into a Material Definitive
Agreement
|
The
Company incorporates by reference the information contained in Item 5.02 of this
filing.
|
Item
5.02.
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Departure
of Director or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On November
19, 2008, the Company filed a Current Report on Form 8-K disclosing the
appointment of Rich Nathan (“Executive”) as the Company’s President and
CEO. As of November 17, 2008, the date of the appointment, the
Company and Executive had not yet reached an agreement with regard to
Executive’s employment and compensation. On February 20, 2009, the
Company and Executive completed negotiations and entered in into a written
employment agreement that includes the following terms:
|
·
|
Start
date of Monday, November 17, 2008;
|
|
·
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Annual
salary of $240,000 to be paid
bi-weekly;
|
|
·
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Grant
of stock options to purchase 1,000,000 common shares at $0.10 per share
(closing price on November 17, 2008, Executives start
date);
|
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·
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Compensation
committee to establish bonus pool equal
to:
|
|
-
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3%
of increase in market capitalization occurring during first year of
employment; and
|
|
-
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2%
of increase in market capitalization year after year for all periods
thereafter,
|
|
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Executive
shall have full discretion of the bonus pool to make grants to Company
employees, including himself; and
|
|
·
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Executive
is being employed “At-Will” and will not be entitled to any severance upon
termination.
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The
foregoing summary of Executive’s employment agreement is qualified in its
entirety by reference to the full text of the document, a copy of which is
attached hereto as Exhibits 10.01 and is incorporated herein in its entirety by
reference.
|
Item
9.01
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Financial
Statement and Exhibits.
|
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Exhibit
Number
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Description
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|
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10.01
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*
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Employment
Agreement of Mr. Richard Nathan dated February 20, 2009
|
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Previously
filed as exhibit 10.01 to the Current Report on Form 8-K on February 24,
2009.
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 thereunto
duly authorized.
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INNOVATIVE
CARD TECHNOLOGIES, INC.
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|||
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Date:
March 3, 2009
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By:
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/s/ Richard Nathan | |
| Richard Nathan | |||
|
Chief
Executive Officer
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|||