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
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): November 20, 2006
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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000-32429
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65-0955118
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1200
American Flat Road, Gold Hill, Nevada 89440
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (775) 847-5272
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(e) Entry into Executive Employment Agreement
Effective
as of November 27, 2006, the Company entered into an Executive Employment
Agreement with Robert T. Faber, its CEO. The Agreement carries a three year
term
from August 15, 2006 and is retroactive to that date. During the term of the
Agreement, Mr. Faber’s base salary shall be $180,000 per year, with such
increases as may be determined by the Company’s Compensation Committee, with a
bonus not to exceed 50% of the base salary then in effect. Also pursuant to
the
Agreement, Mr. Faber shall be granted 80,000,000 stock options currently with
exercise price per the terms of the Company’s 2006 Stock Option and Incentive
Plan. In the case of a termination not for cause, Mr. Faber shall continue
to
receive his full base salary for a period of one year from date of termination
and upon a sale of the Company, he shall receive a one time lump sum payment
equal to 100% of his then in effect base salary, with all options vesting
immediately. A copy of this Executive Employment Agreement is attached hereto
as
Exhibit 99(i).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
as of November 20, 2006, the Company has amended Article V of its Articles
of
Incorporation to increase its authorized shares to 4,000,000,000, consisting
of
3,950,000,000 shares of Common Stock and 50,000,000 shares of blank check
preferred stock. This amendment was approved by the Company’s Board of Directors
and its shareholders (pursuant to the Company’s recent consent solicitation as
set forth in its Definitive Schedule 14A, filed on August 24, 2006 with the
Commission, for which all matters at issue, including not only the amendment
to
the Articles, but also (i) the Company’s 2006 Stock Option and Incentive Plan,
(ii) reincorporation in the State of Nevada and (iii) 1:200 reverse stock split
were also approved by a requisite vote of the Company’s shareholders). An
Amendment to the Articles of Incorporation reflecting the increase in authorized
shares is attached hereto as Exhibit 99(ii).
Item
8.01 Other Events
All
matters set forth in the Company’s Definitive Schedule 14A, filed on August 24,
2006 with the Commission, have been passed by the requisite vote of
shareholders, as further detailed in Item 5.03 hereinabove.
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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GOLDSPRING,
INC.
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November
28, 2006
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By:
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/s/ Robert
T. Faber
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Robert
T. Faber
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President
and Chief Financial Officer
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