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)  September 4, 2008

 

Averion International Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50095

 

20-4354185

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

225 Turnpike Road, Southborough, Massachusetts

 

01772

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  508-597-6000

 

 

(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 Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02(e)

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

2005 Equity Incentive Plan

 

Effective September 4, 2008, we amended our 2005 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of our common stock available for issuance under the Plan from 100,000,000 shares to 150,000,000 shares.  The amendment was approved by the majority of our stockholders at our Annual Meeting of Stockholders on September 4, 2008.

 

A copy of the 2005 Equity Incentive Plan, as amended, is attached as Exhibit 10.59 to this Current Report on Form 8-K.

 

2008 Cash Incentive Plan

 

Effective September 4, 2008, we adopted our 2008 Cash Incentive Plan (the “CI Plan”), which governs the award and payment of annual performance incentives to certain of our employees, including our executive officers.  Under the CI Plan, employees eligible to participate may receive awards from an annual bonus pool upon the satisfaction of certain individual and corporate performance goals, which performance goals shall be determined by our Compensation Committee at the beginning of each fiscal year.  The CI Plan is designed to ensure that the annual performance incentives to be paid to our named executive officers are fully deductible by us for federal income tax purposes in accordance with Section 162(m) of the Internal Revenue Code.  Under Section 162(m), any compensation paid pursuant to the CI Plan cannot be deducted by us for tax purposes unless and until the CI Plan has been approved by our stockholders.  The CI Plan was approved by the majority of our stockholders at our Annual Meeting of Stockholders on September 4, 2008.

 

A copy of the 2008 Cash Incentive Plan is attached as Exhibit 10.60 to this Current Report on Form 8-K.

 

Item 5.03.                                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 5, 2008, we filed an amendment to our certificate of incorporation (the “Certificate”) to increase the number of shares of common stock available for issuance under our Certificate from 750,000,000 shares to 950,000,000 shares, which amendment was approved by our stockholders at our Annual Meeting of Stockholders on September 4, 2008.

 

A copy of the amendment to our Certificate is attached as Exhibit 3.7 to this Current Report on Form 8-K.

 

Item 8.01.                                          Other Events

 

We held an Annual Meeting of Stockholders of the Company on September 4, 2008 (the “Annual Meeting”).  At the Annual Meeting, our stockholders elected the following directors to office and approved the following actions:

 

Proposal 1 — Election of Directors

 

The following directors were elected to hold office until our 2009 Annual Meeting or until their successors have been duly elected and qualified:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Withhold

 

Non-Votes

 

Philip T. Lavin

 

402,694,712

 

0

 

1,790,378

 

0

 

Michael Falk

 

402,693,862

 

0

 

1,791,228

 

0

 

Cecilio M. Rodriguez

 

402,693,562

 

0

 

1,791,528

 

0

 

Robert D. Tucker

 

402,695,862

 

0

 

1,789,228

 

0

 

Alastair McEwan

 

402,694,712

 

0

 

1,790,378

 

0

 

James Powers

 

402,696,712

 

0

 

1,788,378

 

0

 

 

2



 

Proposal 2 — Approval of an Amendment to our Certificate of Incorporation to Increase Number of Authorized Shares of Common Stock

 

The following is the vote approving an amendment to our Certificate, to increase the number of shares of common stock available for issuance under our Certificate from 750,000,000 shares to 950,000,000 shares:

 

 

 

For

 

Against

 

Abstain

 

Amendment to Certificate of Incorporation

 

372,553,997

 

31,931,093

 

0

 

 

Proposal 3 — Approval of an Amendment to our Certificate of Incorporation to Effect a Reverse Stock Split at the Discretion of the Board of Directors

 

The following is the vote approving an amendment to our Certificate to effect a reverse stock split of all outstanding and authorized shares of our common stock to be declared by our Board of Directors (the “Board”) at any time prior to September 4, 2009 in a ratio not to exceed seventy five (75) shares to one (1) share, the precise timing and ratio of such reverse stock split to be determined by our Board in its sole discretion:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Abstain

 

Non-Votes

 

Amendment to Certificate of Incorporation

 

370,816,751

 

33,243,627

 

424,712

 

0

 

 

Proposal 4 — Approval of an Amendment to our 2005 Equity Incentive Plan to Effect a Reverse Stock Split

 

The following is the vote approving an amendment to our 2005 Equity Incentive Plan, as amended, to increase the number of shares of our common stock available for issuance under the Plan from 100,000,000 shares to 150,000,000 shares:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Abstain

 

Non-Votes

 

2005 Equity Incentive Plan Amendment

 

350,758,266

 

10,211,641

 

27,700

 

43,487,483

 

 

Proposal 5 —Approval of 2008 Cash Incentive Plan

 

The following is the vote approving our 2008 Cash Incentive Plan, which governs the award and payment of annual performance incentives to certain of our employees, including executive officers:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Abstain

 

Non-Votes

 

2008 Cash Incentive Plan

 

382,435,524

 

21,891,354

 

158,211

 

0

 

 

Proposal 6 — Ratification and Appointment of Schneider Downs & Co., Inc. to serve as our independent accountants for fiscal year 2009

 

The following is the vote approving the ratification and appointment of Schneider Downs & Co., Inc. to serve as our independent registered public accounting firm for fiscal year 2009:

 

 

 

For

 

Against

 

Abstain

 

Ratification and appointment of Schneider Downs & Co., Inc.

 

404,032,249

 

319,901

 

132,940

 

 

3



 

Item 9.01.                                          Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

3.7

Amendment to the Certificate of Incorporation, as amended, of Averion International Corp.

 

 

10.59

2005 Equity Incentive Plan, as amended to date.

 

 

10.60

2008 Cash Incentive Plan.

 

4



 

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 hereunto duly authorized.

 

 

 

Averion International Corp.

 

 

 

 

 

By:

/s/ Dr. Markus Weissbach

 

 

Dr. Markus Weissbach

 

 

Chief Executive Officer

Dated: September 9, 2008

 

 

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