Out with the old in with the new? Change of control!
Form 8-K for HYDROGEN CORP
15-Jul-2008
Change in Directors or Principal Officers, Financial Statements and Exhibits
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2008, HydroGen, LLC (the "Company"), a wholly-owned subsidiary of HydroGen Corporation, and each of Joshua Tosteson, President, Scott Schecter, Chief Financial Officer, Scott Wilshire, Chief Operating Officer, and Gregory Morris, Senior Vice President - Sales and Marketing (together, the "Named Executive Officers") entered into an amendment to the respective employment agreement of each Named Executive Officer (collectively, the "Employment Agreements") providing for a separation payment in the event of a termination of employment in connection with a change of control of the Company (each, an "Amendment"). The Board of Directors of the Company approved the Amendments and authorized management to enter into the Amendments on December 8, 2007. Each of the Amendments is attached hereto as Exhibits 10.1 through 10.4. The following is a description of the Amendments and is qualified in its entirety by the text of the Amendments as attached hereto.
Under the terms of the Amendments, if, within six (6) months prior to or within one (1) year following a Change of Control (as defined therein), the employment of the Named Executive Officer is terminated without Cause or, if applicable to the Named Executive Officer, for Good Reason (as each of these terms is defined in the respective Employment Agreements) or the Named Executive Officer is notified that his Employment Agreement will not be renewed: (i) the Company shall, in addition to any payments due under the Employment Agreement, provide to the Named Executive Officer a lump sum payment equal to the amount of his then current annual base salary, (ii) in lieu of any bonus due under the Employment Agreement, the Company shall pay to the Named Executive Officer an amount representing the annual bonus for the year of termination based on full achievement of all personal targets and the actual achievement of Company targets, and (iii) all stock option, restricted stock or other equity or equity-based awards granted by HydroGen Corporation shall automatically become fully vested and exercisable in accordance with the terms of the agreement or agreements under which the award was granted.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment dated July 9, 2008 to the
Employment Agreement by and between Josh
Tosteson and HydroGen, LLC dated April 8,
2005.
10.2 Amendment dated July 9, 2008 to the
Employment Agreement by and between Scott
Schecter and HydroGen, LLC dated April
14, 2005.
10.3 Amendment dated July 9, 2008 to the
Employment Agreement by and between Scott
Wilshire and HydroGen, LLC dated January
27, 2005.
10.4 Amendment dated July 9, 2008 to the
Employment Agreement by and between Greg
Morris and HydroGen, LLC dated April 7,
2005.
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the Company has until January 6, 2009 to comply with the rule by achieving a minimum bid price per share of $1.00 or more for a minimum of ten consecutive business days.
( I know the company could sell 2 plants to Samsung but currently can't deliver them without financing. So, all they need is a deal? Therefore, the company is currently undervalued.)
Press Release Source: HydroGen Corporation
HydroGen Corporation Receives Nasdaq Notice
Tuesday July 15, 11:41 am ET
NEW YORK, July 15, 2008 (PRIME NEWSWIRE) -- HydroGen Corporation (NasdaqCM:HYDG - News), a designer and manufacturer of multi-megawatt air-cooled phosphoric acid fuel cell (PAFC) systems, announced that the Company received a Nasdaq Staff deficiency letter on July 9, 2008 indicating that the Company does not meet the minimum bid price per share requirement for continued listing on the Nasdaq Stock Market under Marketplace Rule 4310(c)(4), which requires the Company to maintain a minimum bid price per share of its common stock of at least $1.00. Pursuant to the Nasdaq staff letter, the Company has until January 6, 2009 to comply with the rule by achieving a minimum bid price per share of $1.00 or more for a minimum of ten consecutive business days.
About HydroGen Corporation
HydroGen Corporation, through its wholly-owned subsidiary, HydroGen, LLC, is a developer of multi-megawatt fuel cell systems utilizing its proprietary 400 kW phosphoric acid fuel cell (PAFC) technology. Advancing fuel cell technology originally developed by Westinghouse Corporation, the Company targets market applications where hydrogen is currently available and other drivers favoring the adoption of fuel cells are present.
Forward-Looking Statements
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently unreliable and actual results may differ materially. Examples of forward-looking statements in this news release include statements regarding HydroGen's anticipated economically competitive fuel cell systems. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as fluctuations in demand for HydroGen's products, HydroGen's ability to maintain strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of HydroGen's liquidity and financial strength to support its growth, and other information that may be detailed from time to time in HydroGen's filings with the United States Securities and Exchange Commission. HydroGen undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
HydroGen Corporation
Scott Schecter, Chief Financial Officer
(212) 672-0380
sschecter@hydrogenllc.com
Makovsky + Company
Investor Relations
Hulus Alpay
(212) 508-9600
halpay@makovsky.com
Source: HydroGen Corporation |
