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 13, 2007 (NOVEMBER 6, 2007)
ZONE 4 PLAY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-51255 98-0374121
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
103 FOULK ROAD, WILMINGTON, DE 19803
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(Address of principal executive offices) (Zip Code)
(302) 691-6177
(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:
[_] 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 6, 2007, Mr. Uri Levy, the registrant's acting Chief Executive
Officer and Chief Financial Officer, resigned from his positions with the
registrant, effective as of November 15, 2007.
On November 11, 2007, the Board of Directors of the registrant appointed Mr.
Ronen Stein as Chief Executive Officer and Chief Financial Officer of the
registrant, effective November 16, 2007.
Since July 2002 Mr. Stein was the Chief Financial Officer of Pointer Telocation
Ltd. (Nasdaq Capital Market: PNTR, TASE: PNTR), a leading provider of services
to insurance companies and car owners. Mr. Stein holds a B.Sc. in economics and
accounting and an M.B.A from Tel Aviv University.
The registrant has agreed to employ Mr. Stein through the registrant's Israeli
subsidiary, Zone4Play (Israel) Ltd. (the "Employer"). His monthly salary shall
equal NIS 30,000, and it shall be increased to NIS 37,500 per month at the
earlier to occur of: (i) the registrant completes a fund raising of at least
USD2,000,000; or (ii) six months from the date of signing an employment
agreement with him. In addition, Mr. Stein's salary shall increase to NIS45,000
per month immediately after a Breakeven Quarter, defined as the first quarter in
which the sum of: (i) cash flow from operating activities of the registrant as
reported in the registrant's quarterly consolidated financial statements; and
(ii) cash flow from operating activities of Two Way Gaming Ltd (jointly held
company with Two Way Media Ltd.), will be positive.
The registrant further agreed to grant Mr. Stein an option to purchase 640,000
shares of the registrant's common stock, vested quarterly over three (3) years.
The exercise price of such options shall equal to the average between the stock
price of the registrant on: (i) the date of signing the employment agreement;
and (ii) the next capital fund raising by the registrant, provided that such
exercise price shall not exceed the exercise price determined in the next grant
of options to directors of the registrant. Immediately after a Breakeven
Quarter, the registrant shall grant to Mr. Stein a fully vested option to
purchase 320,000 shares, at the same exercise price mentioned in the previous
sentence. All options granted to Mr. Stein as provided for above shall terminate
upon the earlier of: (i) the expiration of ten (10) years from the date of
grant; or (ii) 6 (six) months after cessation of the employee-employer
relationship.
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 THEREUNTO DULY AUTHORIZED.
ZONE 4 PLAY, INC.
(REGISTRANT)
Date: November 13, 2007 BY: /S/ URI LEVY
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URI LEVY
ACTING CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER