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): April 18, 2007 (April 12,
2007)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
000-28535
|
91-1975651
|
| |
| |
|
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
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):
[_] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[_] 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.
Compensatory
Arrangement of Officer.
On
January 24, 2007, the Company appointed Erik Hällström as its Chief Operating
Officer, effective February 1, 2007. Pursuant to the terms of an Employment
Agreement the Company entered into with Mr. Hällström (the “Employment
Agreement”), dated February 1, 2007, the Company agreed to pay Mr. Hällström an
annual salary of $200,000, as consideration for performance of his duties as
Chief Operating Officer. In addition, the Company agreed (i) to issue to Mr.
Hällström 1,000,000 shares (the “Shares”) of common stock of the Company and
(ii) pursuant to the Company’s 2006 Stock Plan, to grant to Mr. Hällström a
ten-year incentive option (the “Options”) for the purchase of 1,000,000 shares
of the common stock of the Company. This brief description of the terms of
the
Hällström Employment Agreement is qualified by reference to the provisions of
such Agreement, which is attached to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 1, 2007, as
Exhibit 10.1 and incorporated by reference herein.
On
April
12, 2007, the Company officially granted to Mr. Hällström the Shares and the
Options pursuant to the terms and conditions of the Employment Agreement.
In
accordance with the terms and conditions of a restricted stock grant agreement
between the Company and Mr. Hällström, dated April 12, 2007 (the “Stock
Agreement”), the
Shares are restricted and the certificate evidencing them will bear a restricted
legend and stop transfer order will be placed against them. The Shares vest
in
equal monthly installments over a three year term with accelerated vesting
upon
a Change of Control, termination of Mr. Hällström by the Company Without Cause
or the cessation of Mr. Hällström’s employment with the Company for Good Reason
(all as defined in the Employment Agreement). No portion of the Shares may
be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of
by
Mr. Hällström until such portion of the Shares becomes vested.
In
accordance with the terms and conditions of a stock option agreement between
the
Company and Mr. Hällström, dated April 12, 2007 (the “Option Agreement”), the
Options vest monthly over a four-year period following the six month anniversary
of the Employment Agreement, with accelerated vesting upon a Change of Control,
termination of Mr. Hällström’s employment by the Company Without Cause, or the
cessation of Mr. Hällström’s employment with the Company for Good Reason (all as
defined in the Employment Agreement).
This
brief description of the terms of the Stock Agreement and the Option Agreement
is qualified by reference to the provisions of such Agreements, which are
attached to this report as Exhibits 10.1and 10.2, respectively, and incorporated
by reference herein.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
|
Exhibit
No.
|
Description |
| |
|
|
10.1
|
Restricted
Stock Grant Agreement, dated April 12, 2007, between Erik
Hällström
and
Thorium Power, Ltd.
|
|
10.2
|
Stock
Option Agreement, dated April 12, 2007, between Erik
Hällström and Thorium Power,
Ltd.
|
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,
in the
City of Reno, Nevada on April 18, 2007.
| |
|
|
| |
THORIUM
POWER, LTD.
|
|
|
|
|
|
By: |
/s/ Seth
Grae |
| |
|
| |
Seth
Grae
President
and Chief Executive Officer
|
EXHIBIT
INDEX
|
10.1
|
Restricted
Stock Grant Agreement, dated April 12, 2007, between Erik
Hällström and Thorium Power, Ltd.
|
| |
|
|
10.2
|
Stock
Option Agreement, dated April 12, 2007, between Erik
Hällström and Thorium Power, Ltd.
|