irbio-8k61509.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 28,
2009
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
|
Delaware
|
033-05384
|
13-3301899
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
8777 E. Via de Ventura,
Suite 280, Scottsdale, Arizona 85258
(Address
of principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number, including area code)
(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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May
28, 2009, the Board of Directors of IR BioSciences Holdings, Inc. (the
“Company”) approved and adopted Amendment No. 3 to the Company’s 2003 Stock
Option, Deferred Stock and Restricted Stock Plan (the
“Amendment”).
Pursuant
to the Amendment, the title of the plan was changed to the “IR BioSciences
Holdings, Inc. 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus
Stock Plan.” Additionally, the Amendment permits the plan
administrator to grant a new type of award, Bonus Stock, as an award pursuant to
the plan.
The plan
administrator shall determine the eligible persons, and the time or times at
which grants of the Bonus Stock awards shall be made and the vesting thereof;
the number of shares to be awarded; the provisions for the forfeiture of and
restrictions on the sale, resale or other disposition of the shares to be
awarded, if any; the performance objectives applicable to the Bonus Stock
awards, if any; the restricted period applicable to Bonus Stock awards (the
“Restricted Period); the date or dates on which restrictions applicable to Bonus
Stock awards shall lapse during such period; and all other conditions of the
Bonus Stock awards. The terms of each Bonus Stock award will be set
forth in a Bonus Stock Award Agreement. Bonus Stock awards may be
issued to eligible persons under the plan either alone or in addition to other
awards granted under the plan. The plan administrator may also
condition the grant of Bonus Stock awards upon the exercise of Stock Options,
Deferred Stock or Restricted Stock, or upon such other criteria as the plan
administrator may determine. No price will be paid by the recipient
of a Bonus Stock award.
Subject
to the provisions of the plan and the Bonus Stock Award Agreement, during the
Restricted Period a recipient of Bonus Stock may not sell, transfer, pledge or
assign shares of Bonus Stock awarded under the plan other than by will or the
laws of descent and distribution. This restriction on transferability may not be
waived. However, the plan administrator may provide for the lapse of
such restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the plan
administrator may determine, including the attainment of certain performance
related goals, the recipient’s termination, death or disability or the
occurrence of a change of control of the Company. In the event of a
change in control of the Company, the plan administrator may declare that the
restrictions applicable to any Bonus Stock awards under the plan shall lapse in
full or in part, and that such shares be deemed fully or partially
vested. Subject to the provisions of the Bonus Stock Award Agreement
and the terms of the plan, upon termination of employment for any reason during
the Restricted Period, all shares subject to any restriction as of the date of
such termination shall be forfeited by the recipient.
The
foregoing description of the Amendment is qualified in its entirety by reference
to the complete text of the Amendment which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
On May
28, 2009, the Board granted 200,000 shares of Bonus Stock under the plan, as
amended, to a consultant, one-third of which will be delivered and vest every 30
days after June 1, 2009.
(d)
Exhibits.
|
Number
|
Description
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
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.
|
|
|
|
|
|
Date:
July 08, 2009
|
By:
|
/s/ Michael K.
Wilhelm
|
|
|
|
|
Michael
K. Wilhelm
|
|
|
|
|
President
and Chief Executive Officer
(Duly
Authorized Officer)
|
|
|
|
|
|
|
|
Number
|
Description
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|