- Current report filing (8-K)
14 September 2010 - 6:11AM
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 report
ed
)
September 7,
20
10
SENTISEARCH,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-52320
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20-5655648
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1217 South
Flagler Drive
,
3
rd
Floor
,
West Palm
Beach
,
Florida
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(561) 653-3284
Not
Applicable
(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:
o
Written
communications pursuant to Rule 425 under the Securities
Act
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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ITEM
2.03.
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CREATION OF A DIRECT FINANCIAL
OBLIGATION OR ANOBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENTOF A
REGISTRANT.
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On
September 7, 2010, SentiSearch, Inc. (the “Company”) issued to each of Samuel A.
Rozzi and Frederick R. Adler, $25,000 principal amount of promissory notes (the
“Notes”) (a total of $50,000 principal amount of Notes). Frederick R.
Adler is a director of the Company and a beneficial owner of more than 10% of
the Company’s outstanding common stock and Samuel A. Rozzi is a beneficial owner
of more than 10% of the Company’s outstanding common stock.
The Notes
are payable on demand by the holder and are non-interest bearing.
ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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Adoption of 2010 Stock
Incentive Plan
On
September 8, 2010, the Board of Directors of the Company adopted the 2010 Stock
Incentive Plan, or 2010 Plan. The purpose of the 2010 Plan is to
enable the Company to offer its employees, officers, directors, consultants and
others whose past, present and/or potential contributions to the Company have
been, are or will be important to the success of the Company, an opportunity to
acquire a proprietary interest in the Company. A total of 2,000,000
shares of common stock are eligible for issuance under the 2010
Plan. The 2010 Plan provides for the grant of any or all of the
following types of awards: stock options, restricted stock, deferred stock,
stock appreciation rights and other stock-based awards. The 2010 Plan
is administered by the Board, or, at the Board’s discretion, a committee of the
Board.
Awards to Joseph K. Pagano,
Erik Lundh and Frederick R. Adler
On
September 8, 2010, the Company granted 750,000 stock options to three of its
directors and officers. The exercise price of each of the stock
options granted is $0.28 per share. All of the options vest
immediately and expire on September 8, 2020.
The
following are the recipients of the stock options granted:
Joseph
K. Pagano
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Chief
Executive Officer,
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500,000
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Secretary,
Treasurer and
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Chairman
of the Board
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Erik
Lundh
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Director
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150,000
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Frederick
Adler
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Director
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100,000
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SIGNATURES
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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SENTISEARCH,
INC.
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Dated:
September 13, 2010
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By:
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/s/
Joseph K. Pagano
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Name:
Title:
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Joseph
K. Pagano
Chief
Executive Officer, Secretary, Treasurer and Chairman of the
Board
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