UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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): October 31, 2006 (October 17,
2006)
THORIUM
POWER, LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
000-28535
|
|
91-1975651
|
|
(State
of Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer ID
No.)
|
8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.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))
|
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 8-K/A is filed to amend Item 5.02 in its entirety as
follows and to include the attached Exhibits 17.3 and 17.4. This Amendment
No. 1 is being filed pursuant Section (a)(3)(iii) of Item 5.02.
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS, APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Appointment
of Directors.
On
October 6, 2006, the Board of Directors of the Thorium Power, Ltd. (“Thorium
Power” or the “Company”) increased the size of the board to five (5) members and
appointed Jack D. Ladd and Daniel B. Magraw, Jr., as a members of the Board
of
Directors of the Company, effective October 23, 2006. Pursuant to terms of
the
Independent Director’s Contracts, dated October 23, 2006, between Mr. Ladd and
the Company (the “Ladd Director Contract”), and Mr. Magraw and the Company (the
“Magraw Director Contract,” and together with the Ladd Director Contract, the
“Director Contracts”) Mr. Ladd and Mr. Magraw will each receive a fee of $20,000
per year in cash, as well as such number of restricted shares, issued quarterly,
equal to $5,000 each quarter, to be paid to each Director for the respective
quarter based on the average closing price of the Company’s common stock, as
quoted on the trading market on which the Company’s securities are traded, over
the thirty (30) day period prior to the first day of the applicable quarter.
Additionally, the Director Contracts grant to Messrs. Ladd and Magraw for each
year of service on the Board of Directors non-qualified options to purchase
up
to 500,000 shares of the common stock of the Company (the “Director Options”),
which shall vest with respect to 13,889 shares on November
23, 2006 and the remaining 486,111 shares will subsequently vest in
equal monthly installments of 13,889 shares on each one month
anniversary of the grant until all shares underlying the Director Options
have vested. This brief description of the terms of the Director Contracts
and
the Director Options is qualified by reference to the provisions of the
respective agreements, attached to this report as Exhibits 10.1 and 10.2,
respectively.
Jack
D.
Ladd is the
Director of the John Ben Shepperd Leadership Institute of the University of
Texas, Permian Basin. He has held this position since September 2004. Prior
to
that time, Mr. Ladd was a practicing attorney with the law firm of Stubbeman,
McRae, Sealy, Laughlin & Browder, Inc., in Midland, Texas for 28 years.
Mr.
Ladd
is currently the Chairman of the Texas State Securities Board. Mr. Ladd has
almost three decades of experience in public affairs, law, governance, and
public service. As a practicing attorney, he has served on numerous civic,
educational, religious and governmental boards and committees. He holds the
Doctor of Jurisprudence degree from The University of Texas in Austin and a
B.A.
from the University of Texas in Austin.
Daniel
B.
Magraw, Jr. is
a
leading expert on international environmental law and policy. Mr. Magraw is
President and CEO of the Center for International Environmental Law (CIEL).
He
has held this position since 2001. From 1992-2001, he was Director of the
International Environmental Law Office of the US Environmental Protection
Agency. He is a member of the U.S. Department of State Study Group on
International Business Transactions and was Chair of the 15,000-member Section
of International Law and Practice of the American Bar Association. He practiced
international law, constitutional law, and bankruptcy law at Covington &
Burling in Washington, DC from 1978-1983. Mr. Magraw is a widely-published
author in the field of international environmental law. He is a graduate of
Harvard University and the University of California, Berkeley Law School. Since
1996, Mr. Magraw has been a member of the board of directors of Thorium Power
Inc., which is now a wholly-owned subsidiary of the Company.
Departure
of Director and Principal Officer.
Effective
on October 17, 2006, Cornelius J. Milmoe resigned from the Board of Directors
of
the Company. Mr. Milmoe was not a member of any committee of the Board of
Directors at the time of his resignation. Mr. Milmoe has presented the Company
with correspondence related to his resignation, and the Company has attached
such correspondence hereto as exhibit 17.1. Additionally, the Company has
responded to Mr. Milmoe’s correspondence and summarized the circumstances that
led to Mr. Milmoe’s resignation in a memorandum attached hereto as exhibit 17.2.
Additionally,
on October 17, 2006, Mr. Milmoe was removed from the position of Chief Operating
Officer of the Company. The Company has retained an outside firm to aid in
the
search for Mr. Milmoe’s replacement.
On
October 27, 2006, the Company received a letter from Mr. Milmoe, responding
to
the information presented by the Company in Item 5.02 of this Current Report
on
Form 8-K initially filed on October 23, 2006. A copy of Mr. Milmoe’s letter is
attached hereto as Exhibit 17.3. Additionally, the Company has responded to
Mr.
Milmoe’s October 27, 2006 letter and attached the response hereto as Exhibit
17.4.
ITEM
9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
ITEM
9. Financial
Statements and Exhibits
(d) Exhibits
|
10.1
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium Power, Ltd.
and Jack D. Ladd (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed on October 23, 2006 in File
No. 000-28535).
|
|
10.2
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium Power, Ltd.
and Daniel B. Magraw, Jr. (incorporated by reference to Exhibit 10.2
to
the Company’s Current Report on Form 8-K, filed on October 23, 2006 in
File No. 000-28535).
|
|
17.1
|
Statement
from Cornelius J. Milmoe regarding the circumstances surrounding
his
departure from Thorium Power, Ltd.
|
|
17.2
|
Statement
from Thorium Power, Ltd. regarding the circumstances surrounding
the
departure of Cornelius J. Milmoe.
|
|
17.3
|
Supplemental
Statement from Cornelius J. Milmoe dated October 27,
2006.
|
|
17.4
|
Supplemental
Statement from Thorium Power, Ltd. dated October 30,
2006.
|
|
99.1
|
Press
Release, dated October 23, 2006 (incorporated by reference to Exhibit
99.1
to the Company’s Current Report on Form 8-K, filed on October 23, 2006 in
File No. 000-28535).
|
|
99.2
|
Press
Release, dated October 23, 2006 (incorporated by reference to Exhibit
99.2
to the Company’s Current Report on Form 8-K, filed on October 23, 2006 in
File No. 000-28535).
|
|
99.3
|
Press
Release, dated October 17, 2006 (incorporated by reference to Exhibit
99.3
to the Company’s Current Report on Form 8-K, filed on October 23, 2006 in
File No. 000-28535).
|
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.
Thorium
Power, Ltd.
Date:
October 31, 2006
/s/
Seth
Grae
President
and Chief Executive Office