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): July 7, 2010
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
Of
Incorporation)
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0-10909
(Commission
File
Number)
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22-2343568
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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; Compensatory Arrangements of Certain
Officers.
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On July
7, 2010, pursuant to a letter agreement (the “Employment Agreement Extension”)
entered into with Catherine M. Vaczy, Esq., the Vice President and General
Counsel of NeoStem, Inc. (the “Company”), the Company extended Ms. Vaczy’s
employment agreement dated January 26, 2007, as amended on January 9, 2008 and
August 29, 2008 and reinstated and extended on July 8, 2009 for a one year term
(as so amended and extended, the “Original Agreement”). The
Employment Agreement Extension was effective as of July 7, 2010 (the “Effective
Date”) and continues through December 31, 2011 (as extended, the
“Term”). The Employment Agreement Extension provides that during the
Term, Ms. Vaczy shall receive (i) a base salary of $211,000 per annum which will
be increased by ten percent (10%) on the one year anniversary of the Effective
Date; (ii) a bonus of $50,000, half of which is payable upon the Effective Date
and half of which is payable upon achievement of a business milestone; (iii) a
minimum bonus of $60,000 during the second year of the Term; (iv)
an option (the “Option”) on the Effective Date under the Company’s
2009 Equity Compensation Plan (the “2009 Plan”) to purchase 350,000 shares of
the Company’s Common Stock, which shall vest and become exercisable as to
100,000 shares on the one year anniversary of the Effective Date, 50,000 shares
on December 31, 2011, and as to the remaining 200,000 shares upon the
achievement of business milestones, the per share exercise price of the Option
equal to the closing price of the Common Stock on the Effective Date and the
Option subject to all the terms and conditions of the 2009 Plan; (v) stem cell
collection; and (vi) business club dues not to exceed $5,000
annually. Except as set forth in the Employment Agreement Extension,
the terms of the Original Employment Agreement remain unchanged.
On July
7, 2010, the vesting of options previously granted under the 2009 Plan to Robin
L. Smith, the Company’s Chief Executive Officer, effective October 29, 2009 to
purchase an aggregate of 500,000 shares of Common Stock at $2.04 per share, to
vest as to 250,000 shares on July 8, 2011 and as to 250,000 shares upon the
achievement of a business milestone, was accelerated to July 7, 2010 as
authorized by the Compensation Committee of the Board of
Directors. The Compensation Committee also ratified revising the
vesting period of 200,000 shares of common stock which were issued to Dr. Smith
under the 2009 Plan on July 8, 2009. The shares were previously
scheduled to vest upon the achievement of a business milestone and the revision
resulted in the acceleration of the vesting of the stock award. As
previously disclosed, the Company agreed to pay total withholding taxes in
connection with the stock award and total withholding taxes in the approximate
amount of $183,500 were paid by the Company in connection with the stock
award.
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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.
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NEOSTEM,
INC.
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By:
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/s/
Catherine M. Vaczy
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Name:
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Catherine
M. Vaczy
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Title:
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Vice
President and General Counsel
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Date:
July 9, 2010
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