American Defense Systems Inc - Current report filing (8-K)
09 August 2008 - 6:14AM
Edgar (US Regulatory)
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):
August 8,
2008 (August 5, 2008)
American
Defense Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
|
|
000-53092
|
|
83-0357690
|
(State or Other
Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
230
DUFFY AVENUE
HICKSVILLE, NY 11801
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, Including Area Code:
(516) 390-5300
(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 1.01. Entry Into a Material Definitive
Agreement
On or about August 1,
2007, American Defense Systems, Inc. (the
Company
) entered into a
one-year Independent Consulting Agreement (the
Consulting Agreement
)
with Richard Torykian (
Torykian
), pursuant to which Torykian agreed to
provide consulting services with respect to business opportunities and
marketing strategies of the Company. The
Consulting Agreement has previously been filed as Exhibit 10.21 to
Amendment No. 2 to the Companys registration statement on Form 10,
filed with the SEC on April 11, 2008.
Mr. Torykian is and has been a member of the Companys Board of
Directors since December, 2007.
On August 5, 2008, the
Company and Torykian entered into an amendment to the Consulting Agreement (the
Amendment
) which is effective as of July 23, 2008. The Amendment clarifies that the Company will
pay to Torykian an award fee of 5% of the fees paid to the Company by a
customer under a contract or subcontract obtained by the Company in which (1) Torykian
initiated the relationship between the Company and the customer under such
contract or subcontract or (ii) any person first introduced by Torykian to
the Company initiated such relationship between the Company and the customer
(each, a
Qualifying Contract
).
As of the effective date of the Amendment, the Company had not entered
into any Qualifying Contracts. In
addition, the Company has agreed to pay a one time fee of $99,999 representing
consulting fee adjustments for 2007 and as payment of quarterly fees for the
first two quarters of 2008, a quarterly fee of $25,000 and an option to
purchase 175,000 shares of the Companys common stock with an exercise price
equal to the fair market value of a share of the Companys common stock on each
July 31 during the term of the Consulting Agreement. The Consulting Agreement, as amended by the
Amendment, will be effective until July 31, 2011 unless earlier terminated
by either party.
Item 9.01
Financial
Statements and Exhibits.
(c)
Exhibits
99.1
Amendment No.1
to Independent Consulting Agreement, effective July 23, 2008, between
Richard Torykian and American Defense Systems, Inc.
2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: August 8, 2008
|
AMERICAN DEFENSE SYSTEMS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Gary Sidorsky
|
|
|
Chief Financial Officer
|
|
|
|
3
Eagle Broadband (AMEX:EAG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Eagle Broadband (AMEX:EAG)
Historical Stock Chart
From Jul 2023 to Jul 2024