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) August 10, 2005
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IR BioSciences Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
033-05384 13-3301899
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(Commission File Number) (IRS Employer Identification No.)
4021 North 75th Street, Suite 201, Scottsdale, Arizona 85251
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(Address of Principal Executive Offices) (Zip Code)
(480) 922-3926
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(Registrant's Telephone Number, Including Area Code)
(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.
On August 10, 2005, IR BioSciences Holdings, Inc. (the "Registrant")
entered into a new employment agreement with its President and Chief Executive
Officer, Michael K. Wilhelm. The employment agreement calls for a salary at the
rate of $275,000 per annum. The salary will be subject to adjustment of at least
10% per year at the end of each year. The Registrant also agreed to defend and
indemnify, to the fullest extent permitted by the Registrant's certificate of
incorporation and bylaws and the Delaware General Corporation Law, Mr. Wilhelm
and hold him harmless against any liability that he incurs within the scope of
his employment under the agreement. The agreement also provides for the
following various bonus incentives:
i) A target incentive bonus in cash and/or stock if the Registrant
consummates a transaction with any unaffiliated third party such as an equity or
debt financing, acquisition, merger , strategic partnership or other similar
transaction.
ii) A one time grant of an option to purchase 2,000,000 shares of the
Registrant's common stock at an exercise price equal to the fair market value
per share on the date option is granted.
In connection with Mr. Wilhelm's new employment agreement, the Registrant also
entered into a Change of Control Agreement and a Severance Agreement with him on
August 10, 2005.
Under the Change of Control Agreement, Mr. Wilhelm shall be entitled to a
continuation of his base salary for a period of 18 months following an
Involuntary Termination, which means, at any time within that period which is
one-year from the change of control date (including such date), the termination
of the employment of Mr. Wilhelm (i) by the Registrant without Cause or (ii) due
to Constructive Termination, as such terms are defined in the Change of Control
Agreement. Further, in the event of an Involuntary Termination, the agreement
provides that the Registrant shall pay Mr. Wilhelm a lump sum amount in cash,
equal to the sum of (i) any unpaid incentive compensation which has been
allocated or awarded to Mr. Wilhelm for a completed fiscal year or other
measuring period preceding the date of Involuntary Termination under any annual
or long-term incentive plan and which, as of the date of Involuntary
Termination, is contingent only upon the continued employment of Mr. Wilhelm to
a subsequent date, and (ii) a pro rata portion to the date of Involuntary
Termination of the aggregate value of all contingent incentive compensation
awards to Mr. Wilhelm for all then uncompleted periods under any such plan.
Further, 100% of the unvested portion of each outstanding stock option granted
to Mr. Wilhelm shall be accelerated so that they become immediately exercisable
upon the date of Involuntary Termination.
Under the Severance Agreement, Mr. Wilhelm shall be entitled to a continuation
of his base salary for a period of 18 months following an Involuntary
Termination, which means the termination of the employment of Mr. Wilhelm (i) by
the Registrant without Cause or (ii) due to Constructive Termination, as such
terms are defined in the Severance Agreement. Further, in the event of an
Involuntary Termination, the agreement provides that the Registrant shall pay
Mr. Wilhelm an amount equal to the amount of executive incentive pay (bonus)
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that he would have received for the year in which the Involuntary Termination
occurred had he met one hundred percent (100%) of the target for such incentive
pay. Also, under this agreement, 100% of the unvested portion of each
outstanding stock option granted to Mr. Wilhelm shall be accelerated so that
they become immediately exercisable upon the date of Involuntary Termination.
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.
IR BIOSCIENCES HOLDINGS, INC.
Date: August 16, 2005
By: /s/ John N. Fermanis
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Name: John N. Fermanis
Title: Chief Financial Officer
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