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): DECEMBER 15, 2004
ADVANCED MATERIALS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-16401 33-0215295
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(Commission File Number) (IRS Employer Identification No.)
11420 MATHIS AVENUE, DALLAS, TEXAS 75234
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(Address of Principal Executive Offices) (Zip Code)
(972) 432-0602
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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
Effective January 1, 2005, the board of directors ("Board") of Advanced
Materials Group, Inc. (OTC: ADMG.PK) ("ADMG") approved the recommendation of
ADMG's Compensation Committee to institute a new Director Compensation Program,
which program is described in Exhibit 10.1 to this report. Directors of ADMG who
are also employees of ADMG are no longer compensated for their services as
directors or committee members. In lieu of the option grants that would have
occurred in January 2005 under the previous director compensation arrangement,
each non-employee director was granted effective January 1, 2005 a non-qualified
stock option to purchase 10,000 shares at an exercise price equal to the fair
market value of a share of ADMG's common stock on January 1, 2005, with the
vesting and expiration dates described above in the Director Compensation
Program.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As described in Item 1.01 of this report, ADMG instituted a new
Director Compensation Program effective January 1, 2005. Prior to January 1,
2005, each of ADMG's employee and non-employee directors was entitled to receive
$500 and reimbursement for out-of-pocket expenses in connection with his
attendance at each meeting of the Board or committee of the Board. In addition,
each director was entitled to receive non-qualified stock options, pursuant to
ADMG's 2003 Stock Option Plan, to purchase 20,000 shares of ADMG's common stock
at fair market value when first elected to the Board and 10,000 shares of common
stock at fair market value each January subsequent to their reelection to the
Board. The options vested and became exercisable six months after their
issuance.
ITEM 8.01. OTHER EVENTS
On December 15, 2004, ADMG held its 2004 annual meeting of
stockholders. Matters voted upon at the meeting and the votes cast with respect
to each such matter were as follows:
PROPOSAL FOR AGAINST ABSTAIN/WITHHELD
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Each of the director nominees listed below
was elected and will continue to serve on
ADMG's board of directors until the 2005
annual meeting of stockholders and until
their successors are duly elected and
qualified.
Timothy R. Busch 6,720,073.00 0 42,591.00
N. Price Paschall 6,735,193.00 0 39,591.00
Maurice J. DeWald 6,722,957.00 0 39,707.00
Robert E. Delk 6,735,193.00 0 27,471.00
The selection of Whitley Penn as ADMG's
independent auditors for the fiscal year
ending November 30, 2005 was ratified. 6,737,436.00 5,012.00 20,216.00
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
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10.1 Director Compensation Program (#)
10.2 Form of Non-qualified Stock Option Agreement (Directors) (#)
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(#) Management contract or compensatory plan, contract or arrangement.
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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: January 5, 2005 ADVANCED MATERIALS GROUP, INC.
By: /s/ William G. Mortensen
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William G. Mortensen
Chief Financial Officer
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INDEX TO EXHIBITS FILED WITH THIS REPORT
Exhibit
Number Description
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10.1 Director Compensation Program (#)
10.2 Form of Non-qualified Stock Option Agreement (Directors) (#)
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(#) Management contract or compensatory plan, contract or arrangement.