UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 14, 2005
(Date of earliest event reported)
vFINANCE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11454-03 58-1974423
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
3010 North Military Trail
Suite 300
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 981-1000
(Registrant's telephone number, including area code)
Not Applicable
(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 Instructions 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 January 7, 2005, vFinance, Inc. (the "Company") filed a Form 8-K reporting
that Sheila C. Reinken joined the Company as Chief Financial Officer and Chief
Administrative Officer. The Company also provided a brief description in such
Form 8-K of the material terms of the Company's employment arrangement with Ms.
Reinken, as required pursuant to Item 5.02 of Form 8-K.
On January 14, 2005, the Company entered into an amended and restated letter
agreement (the "Amended Agreement") with Ms. Reinken, which modified the initial
letter agreement, dated as of November 15, 2004 (the "Initial Agreement"),
between the Company and Ms. Reinken. Specifically, under the Initial Agreement,
Ms. Reinken was granted options to purchase 600,000 shares of the Company's
common stock, of which 150,000 options were to vest on January 4, 2006 and
150,000 options vested each subsequent yearly anniversary thereafter, at an
exercise price of $0.245 per share. Under the Amended Agreement, Ms. Reinken's
options to purchase shares of the Company's common stock have been increased to
750,000 shares, of which 93,750 options will vest on July 14, 2005, 93,750
options will vest on January 14, 2006 and 187,500 options will vest each
subsequent yearly anniversary thereafter, at an exercise price of $0.25 per
share.
Except for the terms noted herein, the Initial Agreement has not been modified
in any other material respect by the Amended Agreement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Title
10 Amended and Restated Agreement, dated January 14, 2005, by and
between vFinance, Inc. and Sheila Reinken.
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 hereunto duly authorized.
vFINANCE, INC.
By: /s/ Leonard J. Sokolow
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Name: Leonard J. Sokolow
Title: Chief Executive Officer
Date: January 21, 2005
EXHIBIT INDEX
Exhibit Description
10 Amended and Restated Agreement, dated January 14, 2005, by and
between vFinance, Inc. and Sheila Reinken.