8-K/A: Current report
Published on July 22, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): July 20, 2009 (July 14,
2009)
THORIUM
POWER, LTD.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28543
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91-1975651
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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1600
Tyson’s Boulevard, Suite 550, McLean, VA 22102
(Address,
including zip code, of principal executive offices)
571.730.1200
(Registrant’s
telephone number, including area code)
Not
applicable
(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 (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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K filed by Thorium Power, Ltd,
on July 20, 2009 (the “Original 8-K”) is filed to correct an inadvertent error
in the determination of the exercise price of the stock option agreements
disclosed therein. The disclosure contained in the Original 8-K has been amended
and restated in its entirety.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On July 14, 2009, the Compensation Committee of the
Board of Directors of Thorium Power, Ltd. (the “Company”) recommended and approved several equity compensation grants under the Company’s Amended and Restated 2006 Stock Option
Plan (the “Plan”). Seth Grae, the President, Chief
Executive Officer and director of the Company, received a grant of 1,009,868 restricted shares (the “Restricted Shares”) of the Company’s common stock, par value $0.001 (the
“Common Stock”), and a non-qualified
option (an “Option”) to purchase 3,386,029 shares of Common
Stock. James Guerra, the Chief Operating Officer and Chief Financial
Officer of the Company, received a grant of 294,737 Restricted Shares and an Option to purchase 988,235 shares of Common Stock. Pursuant to these grants,
the Company entered into a Restricted Stock Grant Agreement and a Stock Option
Agreement with each of Mr. Grae and Mr. Guerra (collectively, the “Agreements”).
Under each respective Stock
Option Agreement,
the Options’ exercise price is $0.19, which in accordance with the
Plan is the average of the high bid and low asked prices of the
Common Stock as of July 13, 2009, the date prior to the date of
grant. The Options
will expire on July 13,
2019.
Under the terms of the respective
Agreements, the Restricted Shares and
Options are both subject to a three-year vesting schedule. They will vest in equal installments
of one-third each over a three-year period on each anniversary of the date of
grant, except that vesting will accelerate upon a change of control of the
Company, termination of the officer without cause, or the cessation of the
officer’s employment with the Company for good reason. No portion of
the Restricted Shares may be sold, transferred, assigned, pledged or otherwise
disposed of by either Mr. Grae or Mr. Guerra until such portion of the Shares
becomes vested.
This brief description of the terms of
each Restricted Stock Grant
Agreement and each Stock Option Agreement is qualified by
reference to the provisions of such Agreements, which are attached to this
report as Exhibits 10.1 through 10.4, respectively, and incorporated by
reference herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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10.1
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Restricted Stock Grant Agreement,
dated July 14,
2009, between
Seth Grae and Thorium Power, Ltd.
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10.2
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Stock Option Agreement, dated
July 14,
2009, between
Seth Grae and Thorium Power, Ltd.
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10.3
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Restricted Stock Grant
Agreement, dated
July 14,
2009, between
James Guerra
and Thorium Power, Ltd.
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10.4
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Stock Option Agreement, dated
July 14,
2009, between
James Guerra
and Thorium Power,
Ltd.
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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.
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THORIUM
POWER, LTD.
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Date:
July 22, 2009
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By:
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/s/ Seth Grae
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Seth
Grae
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President
and Chief Executive Officer
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EXHIBITS
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Exhibit
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Description
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10.1
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Restricted
Stock Grant Agreement, dated July 14, 2009, between Seth Grae and
Thorium
Power, Ltd.
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10.2
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Stock
Option Agreement, dated July 14, 2009, between Seth Grae and Thorium
Power, Ltd.
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10.3
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Restricted
Stock Grant Agreement, dated July 14, 2009, between James Guerra
and
Thorium Power, Ltd.
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10.4
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Stock Option Agreement, dated
July 14,
2009, between
James Guerra
and Thorium
Power, Ltd.
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