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 18, 2005
SPO MEDICAL INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11772 25-1411971
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
21860 Burbank Blvd., North Building, Suite 380, Woodland Hills, CA 91367
(Address of principal executive offices, including Zip Code)
818-888-4380
(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 230.425)
|_| 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
On May 18, 2005, SPO Medical Inc. (the "Company") entered into an
employment agreement with Michael Braunold, pursuant to which he will serve as
the Company's Chief Executive Officer and President. On such date, Mr. Braunold
and SPO Medical Equipment Ltd., the wholly-owned subsidiary of the Company ("SPO
Ltd."), entered into an employment agreement pursuant to which Mr. Braunold
serves as SPO Ltd.'s Chief Executive Officer.
Each of the agreements with the Company and SPO Ltd. has an initial term
of three years commencing on the date of the agreement and is automatically
renewable for successive two year terms unless the Company or Mr. Braunold
indicates in writing, upon 90 days prior to the scheduled termination of the
initial term or any renewal term, that it does not intend to renew the
agreement. Mr. Braunold will be paid a monthly salary of $13,250 under the
agreement with SPO Ltd. Mr. Braunold is not entitled to a salary under the
agreement with the Company but will be granted options under the Company's 2005
Equity Incentive Plan to purchase a number of shares of the Company's common
stock to be agreed upon by the Company and Mr. Braunold. The agreements may be
terminated by Mr. Braunold for any reason on 60 days written notice to the
Company or for Good Reason (as defined in the employment agreement) or by the
Company for Just Cause (as defined in the employment agreement) or for any other
reason. In the event of a termination by Mr. Braunold for Good Reason or by the
Company for any reason other than Just Cause, the Company shall pay Mr. Braunold
an amount equal to (i) if such termination occurs during the initial term of the
agreement, the base salary then payable, if any, for the longer of (a) the
period from the date of such termination to the end of the Initial Term as if
the agreement had not been so terminated and (b) twelve months and (ii) if such
termination occurs after the initial term, the base salary then payable, if any,
for a period of twelve months as if the agreement had not been so terminated.
Additionally, on May 18, 2005, the Company entered into an employment
agreement with Richard H. Ryan pursuant to which Mr. Ryan will serve as the
Company's Chief Operating Officer for a period beginning on May 18, 2005 and
ending on the earlier of: (i) Mr. Ryan's death or disability, (ii) termination
by the Company without cause upon 90 days written notice during the first year
of the agreement and thereafter upon six months (or payment in lieu thereof);
(iii) termination by Mr. Ryan without cause upon 60 days written notice; (iv)
termination of Mr. Ryan with cause or (v) two (2) years from the date of the
agreement.
In consideration of his service under the agreement, Mr. Ryan will (i) be
paid a monthly salary of $8,334, (ii) be granted an option to purchase 200,000
shares of the Company's common stock, vesting over two years from the date of
grant and (iii) be entitled to a bonus based on the amount of the Company's net
sales during the first year of the agreement.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits:
None.
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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.
Dated: May 24, 2005 SPO MEDICAL INC.
By: /s/ Michael Braunold
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Michael Braunold
Chief Executive Officer
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