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): May 8, 2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-10909
|
22-2343568
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
No.)
|
420 Lexington Avenue, Suite
450, New York, New York 10170
(Address
of Principal Executive Offices)(Zip Code)
(212)
584-4180
Registrant's
Telephone Number
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain
Officers.
|
On May 8, 2009, the stockholders of
NeoStem, Inc. (the "Company") at its annual meeting of stockholders,
adopted the Company's 2009 Equity Compensation Plan (the "2009 Plan"), which
previously had been approved by the Board of Directors subject to stockholder
approval on April 9, 2009. The 2009 Plan makes up to 3,800,000 shares
of common stock, par value $0.001 per share (the “Common Stock”) of the Company
available for issuance to employees, consultants, advisors and directors of the
Company and its subsidiaries pursuant to incentive or non-statutory stock
options, restricted and unrestricted stock awards and stock appreciation
rights. The Plan is further described in the Company's proxy
statement related to its May 2009 annual meeting.
The securities to be issued under the
2009 Plan will be registered under the Securities Act of 1933, as amended (the
"Act") pursuant to a Form S-8 registration statement to be filed
shortly. Except as described below and in the proxy statement, no
determination has yet been made with respect to awards to any eligible
participant in the 2009 Plan.
As of May
8, 2009, the Compensation Committee of the Board of Directors approved, subject
to the filing of the Form S-8 registration statement with the SEC to register
the issuance of the shares issuable under the 2009 Plan and the approval of the
NYSE Amex of the listing of the shares issuable under the Company’s 2009 Plan
(the “Conditions”), the making of
certain awards under a Board of Directors Compensation
Plan. Accordingly, the Compensation Committee approved the issuance
to members of the Board acting in their capacity as Board members and to the
Board Secretary, options to be issued under the 2009 Plan to purchase an
aggregate of 575,000 shares of Common Stock. The options will
be exercisable at an exercise price equal to the fair market value of the Common
Stock on the date of grant and will be fully exercisable upon
grant. Additionally, Chairs of the Board and Board Committees were
authorized to be issued for each Chair they hold, either $25,000 or 25,000
shares of fully vested Common Stock. Accordingly, an aggregate of
$50,000 was paid and 50,000 shares of Common Stock will be awarded upon the
satisfaction of the foregoing described Conditions. Additionally,
options to purchase an aggregate of 175,000 shares of Common Stock exercisable
at an exercise price equal to the fair market value of the Common Stock on the
date of grant, vesting as to 100,000 ratably over a two year period and as to
75,000 immediately upon grant were authorized to be issued to members of the
Company’s Scientific Advisory Board upon the satisfaction of the foregoing
described Conditions.
For the
Company's named executive officers and its directors, the foregoing benefits
will be as follows:
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Name
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Options
Granted upon satisfaction of Conditions (at market price on such
date)
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Stock
Grant
(shares)
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Cash
Committee
Chair
Fees
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|||
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Robin
Smith, CEO, Director and Chairman of the Board
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100,000
|
25,000
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||||
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Richard
Berman, Director and Chairman of the Audit and Compensation
Committees
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100,000
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$50,000
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||||
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Joseph
Zuckerman, Director
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100,000
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|||||
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Steven
Myers, Director and Chairman of the Nominating Committee
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100,000
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25,000
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||||
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Mark
Weinreb, President and Former Director
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100,000
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|||||
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Catherine
Vaczy, Secretary and General Counsel
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75,000
|
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Item
9.01.
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Financial
Statements and Exhibits.
|
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(d)
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Exhibits
|
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Exhibit
10.1
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NeoStem,
Inc. 2009 Equity Compensation Plan (incorporated by reference to Appendix
A to the Company's proxy statement filed on April 14,
2009)
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2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
| NEOSTEM, INC. | |||
|
|
By:
|
/s/ Catherine M. Vaczy | |
| Name: Catherine M. Vaczy | |||
| Title: Vice President and General Counsel | |||
Date: May
14, 2009
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