Unassociated Document
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 22, 2006
SPARTA
COMMERCIAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-9483
|
95-3502207
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
240
West 35th Street, Suite 402, New York, NY 10001
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (212)
239-2666
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 obligations 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(d) under the Exchange
Act
(17 CFR 240.14d-2(d)).
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.313e-4(c)).
On
September 22, 2006, we entered into an employment agreement with Anthony W.
Adler, to serve as our Executive Vice President. Mr.
Adler
also serves as our principal financial officer. The
term
of employment is three years. Mr. Adler’s initial base salary is at an annual
rate of $185,000. The base salary may be increased in the discretion of the
Board of Directors. Mr. Adler is entitled to other compensation as may be
determined by the Board of Directors. Pursuant to the employment agreement,
Mr.
Adler was granted stock options to purchase up to 4 million shares of common
stock, exercisable for a period of five years from grant at $0.1914 per share,
subject to certain vesting conditions. Twenty percent of the options vested
on
September 22, 2006, an additional 20% are to vest on the first anniversary
date
of the employment agreement, an additional 30% are to vest on the second
anniversary date of the employment agreement, and the remaining 30% are to
vest
on the third anniversary date of the employment agreement. In the event of
a
change of control of Sparta, the options are to vest immediately. Sparta has
the
first right of refusal to purchase the option shares that Mr. Adler may seek
to
sell following the termination of employment. Mr. Adler is entitled to health
insurance, short term and long term disability insurance, retirement benefits,
fringe benefits, and other employee benefits on the same basis as is made
generally available to other employees. Mr. Adler is entitled to four weeks
of
paid vacation during the first year of employment, and five weeks per year
thereafter. Mr. Adler is entitled to reimbursement of reasonable business
expenses incurred by him in accordance with company policies. The employment
agreement provides for termination for cause. If terminated for cause, or if
Mr.
Adler resigns, he is entitled to accrued but unpaid base salary, reimbursable
expenses and accrued additional compensation through the date of termination.
If
terminated due to disability, death or retirement, he is entitled to accrued
but
unpaid base salary through the month of termination, a pro rata portion of
any
additional compensation payable but for the termination, exercise vested stock
options, a pro rata portion of any long term incentive granted, reimbursable
expenses, and accrued additional compensation through the date of termination.
If terminated without cause, he is entitled to base salary through the then
current employment term, accrued severance, additional compensation payable
but
for the termination, reimbursable expenses, and immediate vesting of stock
options. Mr. Adler is entitled to severance equal to eight weeks of his base
salary for his first full year of employment, plus four weeks of his base salary
for his second full year of employment, plus five weeks of his base salary
for
each succeeding year of employment, up to an aggregate of seventeen weeks of
such base salary.
Item
3.02 Unregistered Sales of Equity Securities
Reference
is made to Item 1.01 of this Report regarding the stock options issued by Sparta
in connection with an executive employment agreement. The issuance of the
securities was deemed to be exempt from registration under the Securities Act
in
reliance on Section 4(2) of the Securities Act as transactions by an issuer
not
involving a public offering.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
10.1*
|
|
Employment
Agreement with Anthony W. Adler
|
_____
*
Filed
herewith.
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.
| |
|
|
| |
SPARTA
COMMERCIAL
SERVICES, INC. |
|
|
|
| Date:
October 2, 2006 |
By: |
/s/ Anthony
L. Havens |
| |
Anthony
L. Havens, President |