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): January 9, 2008
NEOSTEM,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-10909
|
22-2343568
|
|
(State
Or Other
|
(Commission
|
(IRS
Employer
|
|
Jurisdiction
Of
|
File
Number)
|
Identification No.)
|
|
Incorporation)
|
|
420
Lexington Avenue, Suite
450
|
|
|
New
York, New York
|
10170
|
|
(Address
of principal executive
offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (212)-584-4180
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 Arrangement of Certain
Officers.
On
January 9, 2008, NeoStem, Inc. (the
"Company") entered into a letter agreement with Dr. Robin L. Smith, its Chairman
of the Board and Chief Executive Officer, pursuant to which Dr. Smith's
employment agreement dated as of May 26, 2006 and amended as of January 26,
2007
and September 27, 2007 was further amended to provide that, in response to
the
Company’s efforts to conserve cash, Dr. Smith would be paid $50,000 of her 2008
salary in shares of the Company’s Common Stock, net of shares in payment of
applicable withholding taxes valued at the closing price of the Common Stock
on
the date of issuance. Accordingly, Dr. Smith was issued 16,574 shares of
the
Company’s Common Stock pursuant to the Company’s 2003 Equity Purchase Plan (the
“EPP”) which was based on a price per share of $1.70, the closing price of the
Common Stock on the date of approval by the Compensation Committee of the
Board
of Directors. Her salary for 2008 will be $225,000.
Also
on January 9, 2008, the Company
entered into a letter agreement with Catherine M. Vaczy, its Vice President
and
General Counsel, pursuant to which Ms. Vaczy’s employment agreement dated as of
January 26, 2007 was amended to provide that, in response to the Company’s
efforts to conserve cash, Ms. Vaczy would be paid $11,250 of her 2008 salary
in
shares of the Company’s Common Stock. Accordingly, Ms. Vaczy was issued 3,729
shares of the Company’s Common Stock pursuant to the Company’s EPP which was
based on a price per share of $1.70, the closing price of the Common Stock
on
the date of approval by the Compensation Committee of the Board of Directors.
Her salary for 2008 will be $161,250.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
10.1 Letter
agreement dated January 9, 2008 with Dr. Robin Smith
Exhibit
10.2 Letter
agreement dated January 9, 2008 with Catherine M. Vaczy
SIGNATURE
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.
|
NEOSTEM,
INC.
By:
/s/ Catherine M.
Vaczy
Catherine
M.
Vaczy
Vice
President and
General Counsel
|
Dated:
January 11, 2008
EXHIBIT
INDEX
| Exhibit Number | Description |
| Exhibit 10.1 | Letter agreement with Dr. Robin Smith |
| Exhibit 10.2 | Letter agreement with Catherine M. Vaczy |
January
9, 2008
Dr.
Robin
L. Smith
930
Fifth
Avenue
Suite
8H
New
York,
NY 10021
Dear
Robin:
This
letter is being written to serve as an amendment to the employment agreement
by
and between you and NeoStem, Inc. (the “Company”) dated as of May 26, 2006
pursuant to which you serve as the Company’s Chairman of the Board and Chief
Executive Officer and amendments dated each of January 26, 2007 and September
27, 2007. Except as set forth herein, your employment agreement shall remain
unchanged. Initially capitalized terms used herein but not defined herein shall
have the meaning set forth in the employment agreement.
1.
Base
Salary.
Pursuant
to your employment agreement, since October 1, 2007, you have been receiving
a
Base Salary equal to $275,000. In
response to the Company's efforts to conserve cash, you have agreed to accept
$50,000 of your 2008 salary in shares of the Company's Common Stock valued
at
the closing price of the Common Stock on December 19, 2007, net of shares in
payment of applicable withholding taxes valued at the closing price of the
Common Stock on the date of issuance. Accordingly,
on December 19, 2007, by resolution approved by the Compensation Committee
you
were issued on December 19, 2007 under the Company’s 2003 Equity Purchase Plan
16,574 shares of Common Stock.
Except
as
provided in this letter agreement, the terms of the employment agreement shall
remain unchanged.
Very
truly yours,
NeoStem,
Inc.
By:
/s/
Richard Berman
Name:
Richard Berman
Title:
Chair, Compensation Committee
Accepted
and Agreed:
/s/
Robin
Smith
Robin
Smith
January
9, 2008
Catherine
M. Vaczy
140
East
28th
Street
#11C
New
York,
NY 10016
Dear
Catherine:
This
letter is being written to serve as an amendment to the employment agreement
by
and between you and NeoStem, Inc. (the “Company”) dated as of January 26, 2007
pursuant to which you serve as the Company’s Vice President and General Counsel.
Except as set forth herein, your employment agreement shall remain unchanged.
Initially capitalized terms used herein but not defined herein shall have the
meaning set forth in the employment agreement.
Pursuant
to the terms of your employment agreement, you are entitled for calendar year
2008 to a minimum annual base salary equal to $172,500. In
response to the Company's efforts to conserve cash, you have agreed to accept
for 2008 an annual base salary of $161,250 and accept $11,250 in shares of
the
Company's Common Stock valued at the closing price of the Common Stock on
December 19, 2007, net of shares in payment of applicable withholding taxes
valued at the closing price of the Common Stock on the date of issuance.
Accordingly,
on December 19, 2007, by resolution approved by the Compensation Committee
you
were issued on December 19, 2007 under the Company’s 2003 Equity Purchase Plan
(the “EPP”) 3,729 shares of Common Stock. Also on December 19, 2007, the
Compensation Committee awarded you (i) a stock award of 10,000 shares of Common
Stock; and (ii) an option to purchase 12,000 shares of Common Stock at a per
share exercise price equal to $1.70 (the closing price of the Common Stock
on
the date of grant) fully vested and exercisable in its entirety on the date
of
grant.
Except
as
provided in this letter agreement, the terms of the employment agreement shall
remain unchanged.
Very
truly yours,
NeoStem,
Inc.
By:
/s/
Robin Smith
Name:
Robin Smith
Title:
CEO
Accepted
and Agreed:
/s/
Catherine M. Vaczy
Catherine
M. Vaczy