-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8Rha19Ro69hXJ9OZrimdBdlC3t08f65ZgLGhHtHEG71irSGGRpj0cCfQBrHYRcB dzuDBW6Q3KJc7Rns6+8OEQ== 0000727634-08-000022.txt : 20080731 0000727634-08-000022.hdr.sgml : 20080731 20080731153331 ACCESSION NUMBER: 0000727634-08-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080730 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 08981815 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6508027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 8-K 1 frm_8-kofficeroptiongrant.htm OFFICER STOCK OPTION GRANTS frm_8-kofficeroptiongrant.htm

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
July 25, 2008
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.
Pursuant to its duties and responsibilities as delineated in the Company’s Compensation Committee Charter (the “Charter”), the Compensation Committee (the “Committee”) has performed an annual performance review of the: (1) Chairman and Chief Executive Officer (the “CEO”), (2) Chief Legal and Financial Officer (the “CFO”) and (3) Chief Technology Officer and Vice President of Product Development (the “CTO”).  Factors considered in these reviews include market share, product differentiation, expense control, key customer agreements, and IP protection and those set forth in the Compensation Committee Charter found at  www.cic.com/about/ir/reports/2005_comp_committee.pdf.   In part, the evaluations reflect the evolution of the Company’s products through three generations to introduction of a hosted capability (Software as a Service). This enhanced the Company’s product differentiation and leadership position which was fundamental to consummating agreements with targeted solutions providers for embedding the Company’s products into their solutions.  Additionally, the Committee considered that in October 2007 the Company received the Frost & Sullivan Global Award for Market Leadership in the Dynamic Signature Verification Market, www.cic.com/news/awards/2007GlobalFrostNSullivanAward.pdf. The Frost & Sullivan Award, the result of an in-depth analysis of the market by an experienced industry research team, speaks to the leadership and outstanding achievement CIC has exhibited in ‘Excellence in Best Practices’ and is used to recognize companies that have achieved superior performance in areas including leadership, technological innovation, customer service and strategic product development for the Worldwide Signature Verification Market.  Consideration was also given to the fact that none of the officers have received a salary increase or an option grant for at least three years.
 
As a result of these reviews, on July 25, 2008, the officers were granted options to purchase the Company’s common stock as delineated below.  The options were granted with an exercise price equal to the market price on the date of grant and a seven year life. Twenty-five percent of each grant vested upon grant and seventy-five percent vests pro rate quarterly over a three year period commencing on the date of grant.

Name
 
Position
Number of Options
Exercise Price
Per Share
Guido DiGregorio
Chief Executive Officer
600,000
$0.15
Frank Dane
Chief Financial and Legal Officer
300,000
$0.15
Russ Davis
Chief Technology Officer
450,000
$0.15
       

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
 
02/22/2002
12/19/2005
12/19/2005
 
 250,000
 425,000
                   1,275,000
 
$0.79
$0.39
$0.75
 
02/22/2009
12/19/2012
12/19/2012
         
Frank Dane
02/22/2002
05/08/2003
11/11/2004
12/19/2005
12/19/2005
 100,000
 100,000
 100,000
   35,986
 107,957
$0.79
$0.33
$0.55
$0.39
$0.75
02/22/2009
05/08/2010
11/11/2011
12/19/2012
12/19/2012
         
Russ Davis
08/31/2005
08/31/2005
 
 125,000
 375,000
 
$0.57
$0.75
08/31/2012
08/31/2012

* * *
 
Note: The information contained in this report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
 

 
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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: July 31, 2008
 
COMMUNICATION INTELLIGENCE CORPORATION

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




 
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