- Current report filing (8-K)
14 Oktober 2008 - 11:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 7, 2008
Xethanol
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
001-32918
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84-1169517
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3348
Peachtree Road NE
Suite
250, Tower Place 200
Atlanta,
Georgia
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30326
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(404)
814-2500
(Registrant’s
Telephone Number, Including Area Code)
(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):
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))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 7, 2008, the compensation committee of the board of directors of
Xethanol Corporation, the registrant, approved an increase in annual salary
for
Mr. David Ames, our President and Chief Executive Officer, from $1 to $350,000
and awarded a $150,000 cash bonus for his past service, effective October 1,
2008.
On
October 9, 2008, in accordance with our policy of providing performance
incentives to align the interests of management with those of our stockholders,
the compensation committee of our board of directors granted to our executive
officers - Mr. Ames, Mr. Romilos Papadopoulos and Mr. Michael Ellis - and other
key members of management shares of restricted stock and non-qualified stock
options under our 2005 Incentive Compensation Plan (the “Plan”). In connection
with the grants of shares of restricted stock and stock options under the Plan,
we entered into a restricted stock agreement and a stock option agreement with
each of the recipients. The committee granted to our executive officers a total
of 305,000 shares of restricted stock and options to purchase a total of 555,000
shares at a purchase price per share equal to the closing price of the common
stock on the American Stock Exchange on the date of grant (which was $0.19
per
share), as detailed in the following table. Under the terms of the respective
agreements, the restricted stock and the stock options have a 7-year term and
will vest or expire or be forfeited at earlier dates based on the performance
of
our stock price as explained in more detail below.
Name
|
Title
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Restricted
Stock
|
|
Options
|
|
Totals
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David
Ames
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Chief
Executive Officer and President
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130,000
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240,000
|
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370,000
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Romilos
Papadopoulos
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Chief
Financial Officer, Chief Operating Officer, Executive Vice President
and
Secretary
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95,000
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175,000
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270,000
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Michael
Ellis
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President
of our operating division, Global Energy Systems, Inc.
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80,000
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140,000
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220,000
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Totals
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305,000
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555,000
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860,000
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Under
the
terms of the respective agreements, all unvested shares of the restricted stock
will be forfeited immediately if the recipient’s employment is terminated for
any reason, and all unexercised stock options will be terminated immediately
if
the recipient’s employment is terminated for “Cause,” as that term is defined in
the Plan. If the recipient’s employment is terminated for any other reason
(including retirement and disability), all vested but unexercised stock options
will expire 90 days after the termination or longer, as described in the option
agreement. In addition, each restricted stock and stock option award will vest
as to the number of shares specified below upon satisfaction of the vesting
conditions, subject to earlier forfeiture or termination as described
below:
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·
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One-half
of the restricted stock and the stock option shall vest if the closing
price of our common stock as reported on the American Stock Exchange
equals or exceeds $1.50 per share for ten consecutive trading days
(the
“Initial Threshold Price”) on or before
October 9, 2011
;
provided that if the Initial Threshold Price is not achieved on or
before
the October 9, 2011, all of the restricted stock and the stock
option shall be forfeited and
terminated.
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·
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If
and only if the Initial Threshold Price is achieved on or before
October 9, 2011, an additional one-fourth of the restricted
stock and the stock option shall vest if the closing price of our
common
stock as reported on the American Stock Exchange equals or exceeds
$2.00
per share for ten consecutive trading days on or before
October 9, 2015.
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·
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If
and only if the Initial Threshold Price is achieved on or before
October 9, 2011, an additional one-fourth of the restricted
stock and the stock option shall vest if the closing price of our
common
stock as reported on the American Stock Exchange equals or exceeds
$2.50
per share for ten consecutive trading days on or before
October 9, 2015.
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The
foregoing description of the material terms of the grants of the stock options
and shares of the restricted stock does not purport to be complete and is
qualified in its entirety by reference to the full text of the form of Stock
Option Agreement and the form of Restricted Stock Agreement, which are attached
as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K and are incorporated into this Item 5.02 by this reference.
Item
8.01
Other
Events.
On
October 6, 2008, we announced that the United States District Court for the
Southern District of New York approved the settlement agreement we negotiated
with a class of plaintiff shareholders who had sued the company on October
24,
2006. The Final Approval Order also dismisses the action, which is now
concluded.
The
settlement agreement was reached on November 28, 2007 during a mediation
overseen by a retired United States District Court Judge in West Palm Beach,
Florida, and attended by counsel for plaintiffs, counsel for the company and
the
individual defendants and counsel for the company’s insurance carriers.
David
Ames, President and CEO of Xethanol stated, “We are very pleased that the court
has approved the settlement and that this matter is now behind us.”
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
The
following is the index of exhibits furnished in accordance with Item 601 of
Regulation S-K, filed as part of this Current Report on Form 8-K:
Exhibit
No.
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Description
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10.1
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Form
of Stock Option Agreement. (Each of the following executive officers
executed the identical form of Stock Option Agreement with the applicable
number of shares specified above: David R. Ames, Romilos Papadopoulos
and
Michael Ellis.)
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10.2
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Form
of Restricted Stock Agreement. (Each of the following executive officers
executed the identical form of Restricted Stock Agreement with the
applicable number of shares specified above: David R. Ames, Romilos
Papadopoulos and Michael Ellis.)
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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Xethanol
Corporation
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Date: October
14, 2008
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By:
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/s/ David
R.
Ames
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David
R. Ames
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Chief
Executive Officer and President
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