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): October 23, 2007 (October 23,
2007)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
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000-28535
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91-1975651
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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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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
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.
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Appointment
of Officer
On
October 23, 2007, the Company appointed James Guerra as Chief Financial Officer
and Treasurer, Executive Vice President. Mr. Guerra’s employment commences
October 29, 2007.
A
seasoned financial executive, Mr. Guerra’s experience encompasses domestic and
international markets as well as a diverse range of industries including nuclear
energy. Most recently, 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 an Employment Agreement the Company entered into with Mr. Guerra
(the “Guerra Employment Agreement”), dated October 23, 2007, the Company agreed
to pay Mr. Guerra an annual salary of $210,000, as consideration for performance
of his duties as Chief Financial Officer and Treasurer, Executive Vice
President. In addition, the Company has agreed (i) to issue to Mr. Guerra
1,000,000 shares (the “Guerra Shares”) of common stock of the Company and (ii)
pursuant to the Company’s 2006 Stock Plan, to grant to Mr. Guerra 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 equivalent to the
fair
market price on the date on which the Guerra Option is granted by the Company’s
Board of Directors. The term of the Guerra Employment Agreement shall commence
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”), which has not yet been executed. The Guerra Shares will be shares
of restricted stock and the certificate evidencing them will bear a restricted
legend and stop transfer order will be placed against them. The Guerra Shares
will 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”), which
has not yet been executed. 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 this report as Exhibit 10.1, and incorporated by reference
herein.
Departure
of Officer
On
January 1, 2007, Thorium Power, Ltd. entered into a consulting agreement with
SEC Audit Prep Inc. pursuant to which Larry Goldman, the controlling stockholder
of SEC Audit Prep Inc., agreed to be the Acting Chief Financial Officer and
Treasurer of the Company until the Company appointed a permanent Chief Financial
Officer, and thereafter to provide financial consulting services and internal
audit services to the Company and to perform SOX 404 compliance, SEC compliance,
audit preparation for external auditors and such other similar tasks as the
Company may request.
Accordingly,
effective with the commencement of Mr. Guerra’s employment as Chief Financial
Officer as of October 29, 2007, Mr. Goldman will no longer serve as Acting
Chief
Financial Officer and Treasurer of the Company, but will remain a financial
consultant with the Company in accordance with the terms of the consulting
agreement.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated February 1, 2007, between James
Guerra and Thorium Power, Ltd.
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99.1
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Press
Release, dated October 23, 2007
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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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Date:
October 23, 2007
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By:
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/s/
Seth Grae |
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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10.1
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Employment
Agreement, dated October 23, 2007, between James
Guerra and Thorium Power, Ltd.
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99.1
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Press
Release, dated October 23, 2007
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