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): February 1, 2007 (February 1,
2007)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(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):
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 Arrangements of Certain Officers.
Appointment
of Officer.
On
January 24, 2007, the Company appointed Erik Hällström as its Chief Operating
Officer, effective February 1, 2007. Pursuant to the terms of an Employment
Agreement the Company entered into with Mr. Hällström (the “Hällström Employment
Agreement”), dated February 1, 2007, the Company agreed to pay Mr. Hällström
an annual salary of $200,000, as consideration for performance of his duties
as
Chief Operating Officer. In addition, the Company has agreed (i) to issue to
Mr.
Hällström 1,000,000 shares (the “Hällström Shares”) of common stock of the
Company and (ii) pursuant to the Company’s 2007 Stock Plan, to grant to Mr.
Hällström a ten-year incentive option (the “Hällström Options”) for the purchase
of 1,000,000 shares of the common stock of the Company, at an exercise price
equivalent to the fair market price on February 1, 2007, the effective date
of
the Agreement. The term of the Hällström Employment Agreement shall commence on
February 1, 2007, and will end when terminated by either party as provided
in
the Hällström Employment Agreement.
The
Company agreed to issue the Hällström Shares in accordance with the terms and
conditions of a separate stock agreement (the “Stock Agreement”), which has not
yet been executed. The Hällström Shares will be shares of restricted stock and
the certificate evidencing them will bear a restricted legend and stop transfer
order will be placed against them. The Hällström Shares will vest in equal
monthly installments over a three year term with accelerated vesting upon a
Change of Control, termination of Mr. Hällström by the Company Without Cause or
the cessation of Mr. Hällström’s employment with the Company for Good Reason
(all as defined in the Hällström Employment Agreement). No portion of the
Hällström Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by Mr. Hällström until such portion of the Hällström
Shares becomes vested.
The
Company agreed to grant the Hällström Options in accordance with the terms and
conditions of a separate stock option agreement (the “Option Agreement”), which
has not yet been executed. The Hällström Options will vest monthly over a
four-year period following the six month anniversary of the Company’s grant of
the Hällström Options, with accelerated vesting upon a Change of Control,
termination of Mr. Hällström’s employment by the Company Without Cause, or the
cessation of Mr. Hällström’s employment with the Company for Good Reason (all as
defined in the Hällström Employment Agreement).
This
brief description of the terms of the Hällström Employment Agreement is
qualified by reference to the provisions of such Agreement, which is attached
to
this report as Exhibit 10.1 and incorporated by reference herein.
Biographical
Information
Mr.
Hällström is a native of Sweden. He served as a lieutenant in that nation’s
military, and as diplomat at the Swedish Embassy in Moscow with a focus on
energy, manufacturing and environmental issues. From 1994 - 2002, Mr. Hällström
worked with the Boston Consulting Group in Europe and North America, where
he
managed initiatives to create new high tech businesses and advised numerous
multinational companies on their strategic direction. Most recently, from 2003
-
2006, Mr. Hällström served as Senior Vice President of WorldSpace Satellite
Radio, an early provider of satellite-based radio to markets in Asia, Europe,
the Middle East and Africa. He holds a Master’s degree in Engineering from the
Royal Institute of Technology in Sweden, a Master’s degree in Economics and
Business Administration from the Stockholm School of Economics and an MBA with
distinction from INSEAD in France.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
No. |
Description |
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10.1
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Employment
Agreement, dated February 1, 2007, between Erik
Hällström and Thorium Power, Ltd.
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99.1
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Press
Release, dated February 1, 2007
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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,
in the
City of Reno, Nevada on February 1, 2007.
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NOVASTAR
RESOURCES LTD. |
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By: |
/s/ Seth
Grae |
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Seth Grae |
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President
and
Chief Executive Officer |
EXHIBIT
INDEX
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10.1
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Employment
Agreement, dated February 1, 2007, between Erik
Hällström and Thorium Power, Ltd.
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99.1
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Press
Release, dated February 1, 2007
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