8-K 1 frm8k_optiongrant1205.htm FORM 8-K, STOCK OPTION GRANT TO OFFICERS AND DIRECTORS Form 8-K, Stock Option Grant to Officers and Directors
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 19, 2005
Date of Report (Date of earliest event reported)
 
 
COMMUNICATION INTELLIGENCE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of incorporation)
 
 
 
 0-19301
  
 94-2790442
                       (Commission file number)		  
 (IRS employer identification number)
                                                
 
275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
(Address of principal executive offices)
 
 
(650) 802-7888
(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:
 
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))

 

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
Item 1.01. Entry into a Material Definitive Agreement.

In late 1998, the Company assessed the option position of each of its employees, considering factors including, job descriptions and responsibilities, potential for future contributions and current option positions and salaries in relation to competitive employment opportunities that might be available to individual employees. As a result of this assessment, on January 12, 1999, the Company issued options to virtually all of its employees. Such options were issued with a seven year life and as such unexercised options from those grants will expire on January 12, 2006. To preserve the benefits that the Company desired to provide to its employees via the January 12, 1999 grants, to acknowledge the past seven years (and in many cases more) of service and to motivate employees to remain with the Company, on December 19, 2005, the Company granted options to employees in an amount equal to their options expiring on January 12, 2006. Such options were granted with immediate vesting, a seven year life and with an exercise price for 25% of the options at market value and the remaining 75% at $0.75 (the exercise price of the January 12, 1999 option grants). Additionally, CB Sung, a director, with 10,000 options expiring on January 27, 2006 was granted 10,000 options under the same terms as the above discussed employee options. Mr. Sung received the original grant for services rendered beyond those that are normally expected from a director.

Effective January 1, 2006, any options issued to employees will be subject to the provisions of FASB Statement 123(R) which require that an expense be calculated and recognized for all such options. The Company, by granting the employee stock options prior to the January 1, 2006, will not be required to recognize what would otherwise be a significant expense.

As part of the December 19, 2005, grants, the Company granted options to acquire shares of common stock to two executive officers and a director as follows:

Name
Position
Number of Options
Exercise Price
Guido DiGregorio
Chief Executive Officer
    425,000
1,275,000
$0.39
$0.75
Frank Dane
Chief Financial and Legal Officer
     35,986
   107,957
$0.39
$0.75
C.B. Sung
Director
      2,500
     7,500
$0.39
$0.75
       


In addition to the option grants listed above, the following options are outstanding for each of the above listed individuals:

 
Name
 
Date of Grant
Stock Options Outstanding
 
Option Price
 
Date of Expiration
 
Guido DiGregorio
 
01/12/1999
02/22/2002
 
1,700,000
   250,000
 
$0.75
$0.79
 
01/12/2006
02/22/2009
         
Francis Dane
01/12/1999
02/22/2002
05/08/2003
11/11/2004
143,943
100,000
100,000
100,000
$0.75
$0.79
$0.33
$0.55
01/12/2006
02/22/2009
05/08/2010
11/11/2011
         
C. B. Sung
01/27/1999
06/07/1999
06/12/2000
05/11/2001
06/18/2001
06/24/2002
06/23/2003
06/21/2004
05/17/2005
06/27/2005
10,000
25,000
25,000
16,190
25,000
25,000
25,000
25,000
25,000
25,000
$1.03
$1.19
$3.34
$1.11
$1.01
$0.66
$0.30
$0.54
$0.32
$0.46
01/27/2006
06/07/2006
06/12/2007
05/11/2008
06/18/2008
06/24/2009
06/23/2010
06/21/2011
05/17/2012
06/27/2012
* * *

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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.
 
 
Dated: December 20, 2005
 
COMMUNICATION INTELLIGENCE CORPORATION

(Registrant)
 
By: /s/ Frank Dane
-------------------------------
Frank Dane
Chief Financial Officer
 



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