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): May 10, 2006 (April 25,
2006)
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-28535
|
91-1975651
|
|
(State
of Incorporation)
|
(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):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
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.
Amended
and Restated 2006 Stock Plan
On
April
25, 2006, Novastar Resources, Ltd. (the “Company”) amended and restated the 2006
Stock Plan (the “Plan”), to provide that the Board of Directors has the
discretion to determine on a case by case basis, whether an optionee under
the
Plan may be permitted to exercise options granted by the Plan, if the optionee
is terminated for cause or for breach of an employment, non-competition,
non-disclosure or other material agreement.
A
copy of
the Amended and Restated 2006 Stock Plan is attached hereto and is incorporated
herein by reference.
Crowley
Appointment and Stock Option Agreement
On
April
25, 2006, the Company appointed George D. Crowley, Jr. as Chairman of the
Company’s International Advisory Board and pursuant to the Plan, the Company
entered into a Stock Option Agreement (the “Agreement”) with Mr. Crowley under
which the Company agreed to award him, in consideration for his services
to the
Company, a nonqualified stock option to purchase 2,000,000 shares of the
Company’s common stock at the fair market value on the date of the grant (the
“Option”). The fair market value of the Company’s common stock on the date of
the grant was $0.64 per share. The Option will expire on April 25,
2016.
The
first
500,000 shares of the Option will vest on October 1, 2006, and the remaining
shares will vest in increments of 41,667 shares on the first day of each
subsequent month, until all shares underlying the Option have become vested.
However, the Option will immediately and automatically become vested in full
in
the event of a Change of Control, as defined in the Agreement. Change of
Control
for purposes of the Agreement, does not include the transactions contemplated
by
the Agreement and Plan of Merger, dated February 14, 2006, between the Company
and Thorium Power, Inc. Mr. Crowley is permitted to exercise the Option up
to
two years following the date of his termination for any reason, so long as
such
exercise is prior to the expiration date.
A
copy of
the Stock Option Agreement and the Company’s press release regarding Mr.
Crowley’s appointment is attached hereto and is incorporated herein by
reference.
ITEM
3.02 SALE
OF UNREGISTERED SECURITIES.
On
April
25, 2006, the Company granted stock options to George D. Crowley, Jr., pursuant
to the Company’s Plan. For details regarding the grant of the Options, see Item
1.01 above, which is incorporated herein by reference.
The
foregoing securities were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder.
ITEM
9.01 EXHIBITS.
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Exhibit
No.
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Description
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| |
|
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10.1
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Novastar
Resources, Ltd. Amended and Restated 2006 Stock Plan, dated April
25,
2006.
|
| |
|
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10.2
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Option
Agreement, dated April 25, 2006, between Novastar Resources,
Ltd. and
George Crowley.
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| |
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99
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Press
Release of Novastar Resources, Ltd. dated May 2,
2006.
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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:
May
10, 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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Novastar
Resources, Ltd. Amended and Restated 2006 Stock Plan, dated April
25,
2006.
|
| |
|
|
10.2
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Option
Agreement, dated April 25, 2006, between Novastar Resources,
Ltd. and
George Crowley.
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| |
|
|
99
|
Press
Release of Novastar Resources, Ltd. dated May 2,
2006.
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