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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): July 21, 2006
NOVASTAR
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-28535
|
91-1975651
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID No.)
|
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):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR.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.
DiRicco
Agreement and Release
On
June
25, 2006, the Company entered into an agreement and release (the “DiRicco
Agreement”) with David DiRicco (“DiRicco”), in order to resolve DiRicco’s claim
of entitlement to compensation for investor relations services provided the
Company for a one-year period. Although the Company disputes the matter,
including the amount of claimed compensation, the Company and DiRicco desired
to
resolve the issue in order to avoid the uncertainty, expense and burden of
litigation.
Pursuant
to the Agreement, DiRicco agrees to (a) release the Company, its affiliates,
successors, predecessors or agents and all their employees, officers, directors,
attorneys and other agents from any and all liabilities, obligations, claims,
actions, covenants, contracts, agreements, promises, damages and demands,
whether known or unknown, and (b) not directly or indirectly, publicly or
privately disparage the Company or any of its agents. As consideration for
DiRicco’s agreement, the Company issued to DiRicco 182,291 shares of the
Company’s common stock. The Company also agreed to use commercially reasonable
efforts to include the shares granted to DiRicco in the first registration
statement filed by the Company with the Securities and Exchange Commission
thereafter, other than a registration on Form S-4 or S-8 (or any other form
that
is not available for the registration of the shares), and subject to any
existing contractual obligations of the Company limiting the ability of the
Company to register the shares.
A
copy of
the DiRicco Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Second
Amended and Restated 2006 Stock Plan
On
July
17, 2006, Novastar Resources, Ltd. (the “Company”) amended and restated the 2006
Stock Plan (the “Plan”) to increase the number of shares issuable thereunder
from 20 million to 75 million and to provide that (a) no more than an aggregate
of 75 million shares of the Company’s common stock may be issued under incentive
stock options during the term of the Plan; and (b) no more than an aggregate
of
37.5 million shares of the Company’s common stock may be issued in the form of
restricted shares during the term of the Plan.
A
copy of
the Second Amended and Restated 2006 Stock Plan is attached hereto as Exhibit
10.2 and is incorporated herein by reference.
ITEM
9.01 EXHIBITS.
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Exhibit
No.
|
Description
|
| |
|
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10.1
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Agreement
and Release, between the Novastar Resources Ltd. and David DiRicco,
dated
June 25, 2006.
|
| |
|
|
10.2
|
Novastar
Resources, Ltd. Second Amended and Restated 2006 Stock Plan, dated
July
17, 2006.
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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.
Novastar
Resources Ltd.
Date:
July 21, 2006
/s/
Seth
Grae
President
and Chief Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
| |
|
|
10.1
|
Agreement
and Release, between the Novastar Resources Ltd. and David DiRicco,
dated
June 25, 2006.
|
| |
|
|
10.2
|
Novastar
Resources, Ltd. Second Amended and Restated 2006 Stock Plan, dated
July
17, 2006.
|