Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) September
10, 2007
IONATRON,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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3716
East Columbia,
Suite 120, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(520)
628-7415
(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.
At
the
September 10, 2007 annual meeting of stockholders (“Annual Meeting”), the
stockholders of Ionatron, Inc. (the “Company”), approved the proposals set forth
in the Company’s proxy statement relating to the Annual Meeting, including the
proposal to approve the Company’s 2007 Stock Incentive Plan (the “2007 Plan”),
which became effective on that date.
The
2007
Plan provides that it will be administered by the Company’s Board of Directors
(“Board”) or a committee of two or more members of the Board appointed by the
Board. The administrator will generally have the authority to administer the
2007 Plan, determine participants who will be granted awards under the 2007
Plan, the size and types of awards, the terms and conditions of awards and
the
form and content of the award agreements representing awards.
The
2007
Plan provides for the grant of any or all of the following types of awards:
(a)
stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation
rights and (e) other stock-based awards. Awards may be granted singly, in
combination, or in tandem. Subject to anti-dilution adjustments as provided
in
the 2007 Plan, (i) the 2007 Plan provides for a total of 10,000,000 shares
of
the Company’s common stock to be available for distribution pursuant
to the 2007 Plan, (ii) the maximum number of shares of the Company’s common
stock with respect to which stock options, restricted stock, deferred stock,
stock appreciation rights or other stock-based awards may be granted or measured
to any participant under the 2007 Plan during any calendar year or part of
a
year may not exceed 4,000,000 shares; (iii) the aggregate maximum number of
shares of common stock that are available for grant or award during the first
five (5) years of the 2007 Plan will be 5,000,000 shares, and (iv) the maximum
number of shares of common stock available for grant or award during any
consecutive twelve (12)-month period, subject to the aggregate
maximum, shall
be
1,000,000 shares during the first two years of the 2007 Plan and 2,000,000
shares during the third through fifth years of the 2007 Plan.
Awards
under the 2007 Plan may be granted to employees, directors, consultants and
advisors of the Company and its subsidiaries. However, only employees of the
Company and its subsidiaries will be eligible to receive options that are
designated as incentive stock options.
The
description of the 2007 Plan described in this report does not purport to be
complete and is qualified in its entirety by the language in the 2007 Plan,
which is incorporated herein by reference to Appendix B of the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on August 9, 2007.
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 thereunto duly authorized.
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IONATRON,
INC. |
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| Date: September
11, 2007 |
By: |
/s/
Kenneth M. Wallace |
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Kenneth
M. Wallace |
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Chief
Financial Officer |