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 20, 2008 (November 14,
2008)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1600
Tyson's Boulevard, Suite 550
(Address
of Principal Executive Offices)
571-730-1200
(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 (see
General
Instruction A.2. below):
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o
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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.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Departure
of Chief Operating Officer
On
November 14, 2008, Thorium Power, Ltd. (the “Company”) removed Erik
Hallstrom as the Company’s Chief Operating Officer without cause, effective
immediately.
Appointment
of Chief Operating Officer
On
November 14, 2008, James Guerra, the Company’s Chief Financial Officer, was
appointed as the Company’s Chief Operating Officer. Mr. Guerra will continue to
serve as the Company’s Chief Financial Officer in an interim capacity until a
permanent Chief Financial Officer is appointed. Mr. Guerra’s employment will
continue to be governed by his employment agreement, dated October 23, 2007
(the
“Guerra Employment Agreement:”), as described below, until such time as a new
employment agreement is negotiated and executed.
On
October 23, 2007, the Company appointed Mr. Guerra as the Company’s Chief
Financial Officer, effective October 29, 2007. Prior to joining the Company,
he
served as Vice President of Finance and Chief Financial Officer of Exelon
Business Services Company from 2002 to 2007. Exelon Business Services Company
is
the corporate services and operating company of Exelon, the largest producer
of
nuclear energy in the United States. From 2000-2002, Mr. Guerra served as Vice
President of Business Operations and Controller of Exelon Nuclear. Prior to
joining Exelon, Mr. Guerra was Vice President of Finance and Treasurer and
Controller of Grupo Dina, the Mexico City-based manufacturer of trucks and
the
largest producer of motor coaches and bus spare parts in North America. Earlier
in his career, Mr. Guerra served in senior financial management positions with
AT&T, Citigroup, and Beatrice Companies. Mr. Guerra holds a B.A. in
Economics from the University of Notre Dame, an M.M. in Accounting/Finance
from
the Kellogg School of Management of Northwestern University and is a licensed
CPA in the State of Illinois.
Pursuant
to the terms of the Guerra Employment Agreement, the Company agreed to pay
Mr.
Guerra an annual salary of $222,600, as consideration for performance of his
duties as Chief Financial Officer, Treasurer and Executive Vice President.
In
addition, the Company issued to Mr. Guerra, pursuant to the Company’s 2006
Amended and Restated Stock Plan (i) 1,000,000 shares (the “Guerra Shares”) of
common stock of the Company and (ii) a ten-year non-qualified option (the
“Guerra Option”) for the purchase of 1,000,000 shares of the common stock of the
Company, at an exercise price of $0.35 per share. The term of the Guerra
Employment Agreement commenced on October 29, 2007, and will end when terminated
by either party as provided in the Guerra Employment Agreement.
The
Company agreed to issue the Guerra Shares in accordance with the terms and
conditions of a separate restricted stock grant agreement (the “Stock
Agreement”), dated October 29, 2007. The Guerra Shares are be shares of
restricted stock and the certificate evidencing them bears a restricted legend
and stop transfer order will be placed against them. The Guerra Shares vest
in
equal monthly installments over a three year term with accelerated vesting
upon
a Change of Control, termination of Mr. Guerra by the Company Without Cause
or
the cessation of Mr. Guerra’s employment with the Company for Good Reason (all
as defined in the Guerra Employment Agreement). No portion of the Guerra Shares
may be sold, transferred, assigned, pledged or otherwise encumbered or disposed
of by Mr. Guerra until such portion of the Guerra Shares becomes vested.
The
Company agreed to grant the Guerra Option in accordance with the terms and
conditions of a separate stock option agreement (the “Option Agreement”), dated
December 5, 2007. The Guerra Option will vest monthly over a four-year period
following the six month anniversary of the Company’s grant of the Guerra Option,
with accelerated vesting upon a Change of Control, termination of Mr. Guerra’s
employment by the Company Without Cause, or the cessation of Mr. Guerra’s
employment with the Company for Good Reason (all as defined in the Guerra
Employment Agreement).
This
brief description of the terms of the Guerra Employment Agreement is qualified
by reference to the provisions of the Guerra Employment Agreement, which is
attached to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 23, 2008.
On
November 14, 2008, the Company appointed Richard Beake as Executive Vice
President, Consulting. Mr. Beake will be responsible for leading the nuclear
energy consulting segment of the Company’s business operations. Prior to joining
the Company, Mr. Beake served as the Business Development Director, from 2005
to
2008, for Bechtel Management Company Limited in London (“Bechtel Management”),
and was responsible for the development of Bechtel Management’s strategy for the
U.K. nuclear decommissioning market. From 2002 to 2005, Mr. Beake served as
the
Nuclear Decommissioning Authority Mobilization Manager for Bechtel Management,
and worked with the U.K. Department of Trade and Industry to restructure the
government’s civil nuclear sector activities and create the Nuclear
Decommissioning Authority. From 1993 to 2002, Mr. Beake served in various
management capacities for Bechtel Limited, supervising global contract bids
and
strategy development initiatives.
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Item
9.01.
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Financial
Statements and Exhibits.
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(c) Exhibits
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99.1
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Press
Release dated November 20, 2008
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SIGNATURE
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.
THORIUM
POWER, LTD.
Date:
November
20, 2008
By:/s/
Seth Grae
Seth
Grae
President
and Chief Executive Officer
EXHIBIT
INDEX
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99.1
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Press
Release dated November 20, 2008
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