Unassociated Document
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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): August 4, 2006 (July 27,
2006)
NOVASTAR
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID 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.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.
Mushakov
Employment Agreement and Stock Option Agreement
On
July
27, 2006, Novastar Resources Ltd. (“Company”) entered into an employment
agreement (the “Mushakov Employment Agreement”) with Andrey Mushakov, the
Company’s Executive Vice President for International Nuclear Operations. Under
the terms of the Mushakov Employment Agreement, the Company agreed to pay Mr.
Mushakov an annual base salary (“Base Salary”) of $160,000, as consideration for
performance of his duties as an officer of the Company. However, for so long
as
Mr. Mushakov is also employed as an executive at Thorium Power, Inc., to the
extent that Mr. Mushakov is compensated by Thorium Power for such services,
then
any cash compensation actually received by the Mr. Mushakov from Thorium Power
for services rendered in his capacity as their executive shall be credited
towards Mr. Mushakov’s Base Salary. Mr. Mushakov is also entitled to a bonus of
up to 50% of his Base Salary, as determined by the board of directors of the
Company at their discretion.
In
addition, the Company agreed (i) to issue to Mr. Mushakov 1,500,000 shares
(the
“Mushakov Shares”) of restricted common stock the Company and (ii) to grant to
Mr. Mushakov pursuant to the Company’s Second Amended and Restated 2006 Stock
Plan, a non-qualified ten-year option (the “Mushakov Option”) for the purchase
of 2,250,000 shares of the common stock of the Company, at an exercise price
of
$0.49 per share. The
initial term of the Mushakov Employment Agreement is five years and will
automatically extend for additional one-year periods unless terminated by either
party in accordance with its terms and conditions.
The
Mushakov Shares, when issued, will be shares of restricted stock and the
certificate evidencing them will bear a restricted legend and a stop transfer
order will be placed against them. The
Mushakov Shares will be immediately earned on issuance and will not be subject
to any vesting or repurchase right.
The
Mushakov Option was granted on July 27, 2006, pursuant to a stock option
agreement (the “Mushakov Option Agreement”) entered into between the Company and
Mr. Mushakov. The Mushakov Option vested with respect to 234,375 shares
on July 27, 2006 and the remaining 2,015,625 shares will
subsequently vest in equal monthly installments of 46,875 shares on each one
month anniversary of the grant until all shares underlying the Mushakov
Option have vested. However, the vesting of the Mushakov Option will accelerate
upon a Change of Control, upon the termination of Mr. Mushakov’s employment by
the Company without Cause or upon cessation by Mr. Mushakov of his employment
with the Company for Good Reason (all as defined in the Mushakov Employment
Agreement). This brief description of the terms of the Mushakov Employment
Agreement and the Mushakov Option Agreement is qualified by reference to the
provisions of those agreements, attached to this report as Exhibits 10.1 and
10.2, respectively.
Graham
Employment Agreement and Stock Option Agreement
On
July
27, 2006, the Company entered into an employment agreement (the “Graham”
Employment Agreement”) with Thomas Graham, Jr., the Chairman and Interim
Secretary of the Company. Under the terms of the Graham Employment Agreement,
the Company agreed to pay Mr. Graham an annual salary of $130,000, as
consideration for performance of his duties as an officer of the company. In
addition, the Company agreed to grant to Mr. Graham, pursuant to the Plan,
a
ten-year incentive stock option (the “Graham Option”) for the purchase of
1,500,000 shares of the common stock the Company, at an exercise price of $0.49
per share. The
initial term of the Graham Employment Agreement is one year and will
automatically extend for additional one-year periods unless terminated by either
party in accordance with its terms and conditions.
The
Graham Option was granted on July 27, 2006, pursuant to a stock option agreement
(the “Graham Option Agreement”) entered into between the Company and Mr. Graham.
The Graham Option will vest in equal monthly installments over a three-year
period, with accelerated vesting upon termination of Mr. Graham by the Company
without Cause (as defined in the Graham Employment Agreement). This brief
description of the terms of the Graham Employment Agreement and the Graham
Option Agreement is qualified by reference to the provisions of those
agreements, attached to this report as Exhibits 10.3 and 10.4,
respectively.
ITEM
3.02 SALE
OF UNREGISTERED SECURITIES.
On
July
27, 2006, the Company granted 1,500,000 shares of its Restricted Common Stock
to
Andrey Mushakov, pursuant to the Mushakov Employment Agreement. The Mushakov
Shares were not issued under the Company’s Second Amended and Restated 2006
Stock Option Plan.
The
foregoing securities were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 as
the
issuance of the Mushakov Shares did not involve a public offering.
For
details regarding the grant of the Mushakov Shares, see Item 1.01 above, which
is incorporated herein by reference.
ITEM
9.01 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 July 27, 2006, between Novastar Resources Ltd. and
Andrey
Mushakov.
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10.2
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Stock
Option Agreement, dated July 27, 2006, between Novastar Resources
Ltd. and
Andrey Mushakov.
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10.3
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Employment
Agreement, dated June 12, 2006, between Novastar Resources Ltd. and
Thomas
Graham, Jr.
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10.4
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Stock
Option Agreement, dated June 12, 2006, between Novastar Resources
Ltd. and
Thomas Graham, Jr.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Novastar
Resources Ltd.
Date:
August 4, 2006
/s/
Seth
Grae
President
and Chief Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated July 27, 2006, between Novastar Resources Ltd. and
Andrey
Mushakov.
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10.2
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Stock
Option Agreement, dated July 27, 2006, between Novastar Resources
Ltd. and
Andrey Mushakov.
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10.3
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Employment
Agreement, dated June 12, 2006, between Novastar Resources Ltd. and
Thomas
Graham, Jr.
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10.4
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Stock
Option Agreement, dated June 12, 2006, between Novastar Resources
Ltd. and
Thomas Graham, Jr.
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