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): May 9, 2008
CrowdGather,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-52143
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20-2706319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(IRS
Employee
Identification
No.)
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20300
Ventura Blvd. Suite 330, Woodland Hills, CA
91364
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(Address
of Principal Executive Offices)
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(818)
435-2472
(Issuer
Telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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))
Websites
and Domain Name Acquisition and Transfer Agreement
On May
27, 2008, the Board of Directors of CrowdGather, Inc., (“Registrant”) entered
into a Websites and Domain Name Acquisition and Transfer Agreement with Yusuf
Mullan. See Item 2.01 for a description of the
agreement.
CrowdGather,
Inc. 2008 Stock Option and Award Plan
On May 9,
2008 the Board of Directors of the Registrant approved the CrowdGather, Inc.
2008 Stock Option Plan (the “Plan”). The Plan permits flexibility in types of
awards, and specific terms of awards, which will allow future awards to be based
on then-current objectives for aligning compensation with increasing long-term
shareholder value.
The Board
of Directors, acting as a compensation committee (the “Committee”) will
generally administer the Plan. The Committee will have full power and authority
to determine when and to whom awards will be granted, including the type,
amount, form of payment and other terms and conditions of each award, consistent
with the provisions of the Plan. In addition, the Committee has the authority to
interpret the Plan and the awards granted under the Plan, and establish rules
and regulations for the administration of the Plan.
The
Committee may delegate certain administrative duties associated with the Plan to
the Registrant’s officers, including the maintenance of records of the awards
and the interpretation of the terms of the awards. The Committee may also
delegate the authority to grant awards to a subcommittee comprised of one or
more Board members, or to executive officers of the Registrant, provided that
such subcommittee or executive officers cannot be authorized to grant wards to
executive officers.
Awards
under the Plan may be granted to any person who is (i) an employee of the
Registrant, (ii) a non-employee member of the Board of Directors or the board of
directors of any Registrant subsidiary, or (iii) a consultant who provides
services to the Registrant; provided that stock appreciation rights and
non-qualified stock options shall be granted only to persons as to which the
Registrant is the “service recipient,” as such term is defined in Section 409A
of the Internal Revenue Code.
The Plan
will terminate on May 9, 2018, unless all shares available for issuance have
been issued, the Plan is earlier terminated by the Board or the Committee, or
the Plan is extended by an amendment approved by the Registrant’s shareholders.
No awards may be made after the termination date. However, unless otherwise
expressly provided in an applicable award agreement, any award granted under the
Plan prior to the termination date may extend beyond the end of such period
through the award’s normal expiration date.
The
aggregate number of shares of the common stock authorized for issuance as awards
under the Plan is 12,000,000. The maximum aggregate number of shares of common
stock subject to stock options, stock appreciation rights, restricted stock or
stock unit awards which may be granted to any one participant in any one year
under the Plan is 1,000,000.
Under the
Plan, the Committee can grant stock options, stock appreciation rights,
restricted stock, stock units and performance units. Awards may be granted
alone, in addition to, or in combination with any other award granted under the
Plan. Subject to the limitations set forth in the Plan, the terms and conditions
of each award shall generally be governed by the particular document or
agreement granting the award. The terms and conditions set forth in an award
agreement may include, as appropriate:
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number
of shares covered by the award;
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acceptable
means of payment;
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price
per share payable upon exercise;
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applicable
vesting schedule;
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individual
performance criteria;
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company
or group performance criteria;
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continued
employment requirement;
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transfer
restrictions; or
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any
other terms or conditions deemed appropriate by the Committee, in each
case not inconsistent with the 2008
Plan.
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Stock Options and Stock Appreciation
Rights. The holder of an option will be entitled to purchase a number of
shares of common stock at an exercise price not less than 100% of the fair
market value of a share on the date of grant during a specified time period, as
determined by the Committee. The option exercise price shall be paid in cash or
in such other form if and to the extent permitted by the Committee, including
without limitation by delivery of already owned shares. Other than in connection
with a change in the capitalization of the Registrant, the exercise price of an
option may not be reduced without shareholder approval.
The
holder of a stock appreciation right will be entitled to receive, in cash or
stock (as determined by the Committee), value with respect to a specific number
of shares equal to or otherwise based on the excess of the market value of a
share at the time of exercise over the exercise price of the right.
Restricted Stock and Stock
Units. The holder of restricted stock will own shares of common stock
subject to restrictions imposed by the Committee and subject to forfeiture to
the Registrant if the holder does not satisfy certain requirements (including,
for example, continued employment with the Registrant) for a specified period of
time. The holder of restricted stock units will have the right, subject to any
restrictions imposed by the Committee, to receive shares of common stock, or a
cash payment equal to the fair market value of those shares, at some future date
determined by the Committee, provided that the holder has satisfied certain
requirements (including, for example, continued employment with the Registrant
until such future date).
Performance
Awards. Performance stock or cash awards may be granted by the
Committee at its sole discretion, upon the attainment of performance goals as
set by the Committee. The maximum number of shares that may be
granted in any calendar year may not exceed 500,000 shares of common stock; cash
awards may not exceed $500,000.
Unless
otherwise provided by the Committee, awards under the Plan may only be
transferred by will or the laws of descent and distribution. The Committee may
permit further transferability pursuant to conditions and limitations that it
may impose, except that no transfers for consideration will be
permitted.
In the
event of any stock dividend, stock split, combination of shares, extraordinary
dividend of cash and/or assets, recapitalization, reorganization or any similar
event, the Committee is entitled to appropriately and equitably adjust the
number and kind of shares or other securities which are subject to the Plan or
subject to any award under the Plan.
Subject
to any restrictive terms which may be set forth in award agreements, in the
event the Registrant is a party to a merger or other reorganization, outstanding
awards shall be subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of outstanding
awards by the surviving corporation or its parent, for their continuation by the
Registrant (if the Registrant is a surviving corporation) for accelerated
vesting and accelerated expiration, or for settlement in cash.
The Board
may generally amend or terminate the Plan as determined to be advisable.
Shareholder approval may also be required for certain amendments pursuant to the
Internal Revenue Code, the rules of any market in which the Registrant
participates, or rules of the Securities and Exchange Commission. No amendment
or alteration of the Plan may be made which would impair the rights of any
participant under any outstanding award, without such participant’s consent,
provided that no consent is required with respect to any amendment or alteration
if the Committee determines that such amendment or alteration is
either:
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required
or advisable in order for the Registrant, the Plan or the award to satisfy
any law or regulation or to meet the requirements of any accounting
standard, or
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not
reasonably likely to significantly diminish the benefits provided under
such award, or that any such diminishment has been adequately
compensated.
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A copy of
the Plan is attached as Exhibit 10.1 to this report and is incorporated herein.
The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
As of
June 23, 2008, the Registrant has granted an aggregate total of
2,650,000 options to purchase shares of its common stock to several of its
employees. The options covered by each grant vest as follows: 1/8 of
total vests after 180 days after grant; remaining to vest at the rate of 1/16 of
the total every 90 days thereafter, over 4 years. The options granted
expire 10 years after the date of grant.
The
options have been granted as follows. From May 9, 2008 to May 23,
2008, we granted an aggregate of 1,600,000 options with an exercise price of
$1.00 per share to ten individuals. From June 4, 2008 to June 16,
2008, we granted an aggregate of 650,000 options with an exercise price of $1.25
per share to four individuals. On June 20, 2008, we granted 400,000
options with an exercise price of $1.49 per share to one individual. Options
held by the Registrant’s executive personnel have been set forth in Item 5.02,
below.
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On May
27, 2008, the Registrant entered into and closed a Websites and Domain Name
Acquisition and Transfer Agreement with Yusuf Mullan to acquire certain websites
and domain names for $170,000. This purchase included software, data
and programming code, user lists, databases, domain names and name
registrations, goodwill, and the rights to enforce future
infringement. The websites ngemu.com and pcs.net were purchased along
with the domain names: aldostools.com, ngemu.com, emuforums.com, psxemu.com, and
pcsx.net. The agreement is attached hereto as exhibit
10.2. This brief description of the agreement is not intended to be
complete and is qualified in its entirety by reference to the full text of the
agreement as attached.
Item
3.02 Unregistered Sales of Equity Securities.
On June
20, 2008, we sold 420,000 shares of our common stock to one investor in exchange
for $420,000 or $1.00 per share. The shares were issued in a transaction which
the Registrant believes satisfies the requirements of that exemption from the
registration and prospectus delivery requirements of the Securities Act of 1933,
which exemption is specified by the provisions of Section 5 of that act and
Regulation S promulgated pursuant to that act by the Securities and Exchange
Commission.
On the
dates set forth above in Item 1.01, the options to purchase shares of the
Registrant’s common stock were granted to the individuals set forth below, all
of whom are currently employees of the Registrant. The options were
granted in transaction which we believe satisfies the requirements of that
exemption from the registration and prospectus delivery requirements of the
Securities Act of 1933, which exemption is specified by the provisions
of Section 4(2) of that act.
Item
5.02. Appointment and Resignation of Principal Officers and Directors;
Compensatory Arrangements of Certain Officers.
On May 9,
2008 the Board of Directors of the Registrant adopted the CrowdGather, Inc. 2008
Stock Option Plan (“Plan”) as described herein. The Plan is attached
hereto as an exhibit. On that same date, the Board of Directors granted options
to individuals who are, as of the date of this report, the Registrant’s
executives as set forth in Item 3.02 above, namely, to Messrs. Sabnani, Singh,
Munoz and Ms. Myerson.
On June
16, 2008, the Board of Directors of the Registrant appointed the following
officers: Gaurav Singh as Vice President of Operations and Finance; Fernando
Munoz as Vice President of Technology; and Zoe Myerson as Vice President of
Worldwide Sales.
Gaurav Singh. Mr. Singh, 31,
began working with the Registrant in April 2008 and was appointed to his current
position as Vice President of Operations and Finance in June
2008. Prior to that, Mr. Singh was the director of finance for MD
Synergy LLC from 2007 to 2008; from 2002 to 2006, he was controller, and then
administrator for Specialty Surgical Center. Mr. Singh holds a masters degree in
business administration from the Anderson School at UCLA, earned in 2002, and a
bachelors degree in business studies from the Delhi University, earned in 1997.
Mr. Singh is not an officer or director of any other reporting
company. Mr. Singh will receive a salary of $140,000
annually. He was granted 200,000 shares of the Registrant’s common
stock upon joining the Registrant, and options to purchase 400,000 shares of the
Registrant’s common stock at $1.00 per share.
Fernando Munoz. Mr. Munoz, 49,
was appointed as the Registrant’s vice president for technology in June
2008. Mr. Munoz is a seasoned Information Systems Engineer with more
than 20 years’ experience in the computer sciences field. Before
moving to the United States in 1990, Munoz co-founded and served as CTO at Vecom
Computacion Ltda. In 1999, Mr. Munoz became the Vice President of Digital Media
with Lionsgate Entertainment, implementing the first industry digital assets
management system. In 2004, Mr. Munoz went on to co-found the Digital
Agency Group Inc. which focused on Internet marketing for major Los Angeles film
studios, where he remained until 2007. Since that time Mr. Munoz has
served as a technology consultant for Corning Inc., Price Pfister Inc., Wedding
Solutions and IBM. Mr. Munoz was awarded a bachelors in system engineering from
the Universidad Santa Maria, and in 1985, was awarded a liberal arts
degree. Mr. Munoz is not an officer or director of any other
reporting company. Mr. Munoz is expected to receive an annual salary of
$145,000. In May 2009, he was granted the option to purchase 400,000
shares of the Registrant’s common stock at $1.00 per share.
Reference
is made to the Registrant’s press release dated June 17, 2008, filed hereto as
exhibit 99.1.
Zoe Myerson. Ms. Myerson, 55
was appointed as the Registrant’s Vice President of Worldwide Sales. From 2006
to the present, Ms. Myerson served as the director of recruiting West Coast for
DRS Recruiting. Her career in sales and marketing for a variety of dynamic
enterprises spans over twenty-five years. Most recently, from 2005 to
2006, she was the director of sales for 411 Web Interactive; from 2003 to 2005,
she was vice president for sales for Chief Executive Magazine; from 2001 to
2003, she was vice president for sales for Voice Web Corporation. Ms. Myerson
has received specialized education in sales, sales training and in
marketing. In 1974, Ms. Myerson earned her bachelors degree in
graphic design and psychology from American University. Ms. Myerson is not an
officer or director of any other reporting company. Ms. Myerson is
expected to receive an annual salary of $160,000. On June 11, 2008,
Ms. Myerson was granted options to purchase 400,000 shares of the Registrant’s
common stock at $1.25 per share.
Reference
is made to the Registrant’s press release dated June 19, 2008, filed hereto as
exhibit 99.2.
Sanjay
Sabnani. Mr. Sabnani, is the Registrants Chief Executive
Officer and director. On June 20, 2008, we granted 400,000 options
with an exercise price of $1.49 per share to Sanjay Sabnani. These
options have the same features as described in Item 1.01 as set forth
above.
Item
8.01 Other Events.
On May 9,
2008 the Board of Directors of the Registrant adopted the CrowdGather, Inc. 2008
Stock Option Plan (“Plan”). The Plan is attached hereto as an
exhibit.
Reference
is made to the Registrant’s press release dated June 17, 2008, filed hereto as
exhibit 99.1, and the press release dated June 19, 2008, as exhibit
99.2.
Item 9.01
Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Exhibit
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10.1
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2008
Stock Option Plan
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10.2
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Website
and Domain Name Acquisition Agreement
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99.1
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Press
Release dated June 17, 2008
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99.2
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Press
Release dated June 19, 2008
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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CrowdGather,
Inc.
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Date:
June 23, 2008
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By:
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/s/ Sanjay
Sabnani |
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Sanjay
Sabnani
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