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): November 23, 2004
ZONE 4 PLAY, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-91356 98-0374121
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
103 Foulk Road
Wilmington, DE 19803
(Address of principal executive offices) (zip code)
(302) 691-6177
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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.
2004 Global Share Option Plan
On November 23, 2004, the Board of Directors of Zone 4 Play, Inc.
("Zone4Play U.S.") adopted a 2004 Global Share Option Plan (the "Plan"). The
Plan is intended to provide incentive to Zone4Play's employees, directors and
consultants by providing them with opportunities to purchase shares of common
stock of Zone4Play U.S. Under the terms of the Plan, it is effective as of
November 23, 2004 and shall terminate at the end of ten years from such date.
Zone4Play U.S. has reserved 5,000,000 authorized but unissued shares of common
stock to be issued under the Plan.
The Board of Directors of Zone4Play U.S. is authorized to administer the
Plan. In doing so, the Plan the Board of Directors may: (i) designate optionees;
(ii) determine the terms and provisions of respective option agreements (which
need not be identical) including, but not limited to, the number of shares to be
covered by each option, provisions concerning the time or times when and the
extent to which the options may be exercised and the nature and duration of
restrictions as to transferability or restrictions constituting substantial risk
of forfeiture; (iii) accelerate the right of an optionee to exercise, in whole
or in part, any previously granted option; (iv) interpret the provisions and
supervise the administration of the Plan; (v) determine the fair market value of
shares issuable under the Plan; (vi) designate the type of options to be granted
to an optionee; and (vii) determine any other matter which is necessary or
desirable for, or incidental to, the administration of the Plan.
Employment Agreement with Idan Miller
On November 30, 2004, Zone4Play Israel entered into a new employment
agreement with Idan Miller, under which Mr. Miller will serve as Zone4Play
Israel's Senior Vice President of Marketing and Sales. Mr. Miller's base salary
under the agreement is $4,444 per month. In addition, within 90 days of the end
of each quarter beginning the first quarter of 2005, Zone4Play Israel will pay
Mr. Miller an amount equal to 0.6% of Zone4Play Israel's quarterly gross
revenues. Zone4Play Israel also granted Mr. Miller an option to purchase 200,000
shares of common stock of Zone4Play U.S. at a purchase price per share of $0.55.
The option vests 1/8 every three months beginning July 1, 2004. In the event
Zone4Play U.S. is sold or merged within the vesting period, the option will
become immediately vested.
In addition, Mr. Miller will receive a fully vested option to purchase
additional shares of common stock of Zone4Play U.S. in the event the revenues of
Zone4Play U.S. meet specified benchmark amounts in excess of $5,000,000 for the
calendar year ending December 31, 2005. In the event an acquisition of Zone4Play
U.S. is consummated for a purchase price equal to or exceeding $100,000,000
before March 31, 2006, in place of any revenue-based options that Mr. Miller may
be entitled to, Zone4Play U.S. will grant Mr. Miller an option to purchase
180,000 shares of common stock of Zone4Play U.S. at a purchase price equal to
the market value of the common stock of Zone4Play U.S. on the grant date.
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Mr. Miller will also receive a fully vested option to purchase additional
shares of common stock of Zone4Play U.S. in the event the revenues of Zone4Play
U.S. meet specified benchmark amounts in excess of $10,000,000 for the calendar
year ending December 31, 2006. If an acquisition of Zone4Play U.S. is
consummated for a purchase price equal to or exceeding $200,000,000 before March
31, 2007, in place of any revenue-based options that Mr. Miller may be entitled
to, Zone4Play U.S. will grant Mr. Miller an option to purchase 180,000 shares of
common stock of Zone4Play U.S. at a purchase price equal to the market value of
the common stock of Zone4Play U.S. on the grant date.
Either party may terminate Mr. Miller's employment agreement at any time
upon 30 days written notice to the other party specifying the effective date of
termination. In the event of a termination by Zone4Play Israel, during the
period between such written notice and the effective date of termination, Mr.
Miller is entitled to compensation as described above plus all other employee
benefits under the employment agreement. In the event of a termination by Mr.
Miller, during the period between such written notice and the effective date of
termination, Mr. Miller is entitled to compensation as described above but no
other benefits under the employment agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS
Exhibit 10.1 2004 Global Share Option Plan
Exhibit 10.2 Employment Agreement with Idan Miller
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZONE 4 PLAY, INC.
Dated: November 30, 2004 By: /s/ Uri Levy
-------------------------------------
Name: Uri Levy
Title: Chief Financial Officer
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