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ADMD > SEC Filings for ADMD > Form 8-K on 15-Mar-2012All Recent SEC Filings




Unregistered Sale of Equity Securities, Change in Directors or Prin

Item 3.02 Unregistered Sales of Equity Securities

On March 9, 2012, the Board of Directors granted a total of 3,990,500 shares of common stock, and granted options to purchase a total of 1,950,000 shares of common stock, to recipients who are officers, directors, employees, consultants, or advisers to the Company. Each option has an exercise price of $0.09 per share and a term of 3 years from the date of grant. The stock grants and the options were fully vested upon grant. The recipients included: James C. Katzaroff, Chairman, Chief Executive Officer and a director, who was awarded 250,000 shares of common stock and options to purchase 250,000 shares of common stock; L. Bruce Jolliff, Chief Financial Officer, who was awarded 1,250,000 shares of common stock and options to purchase 225,000 shares of common stock; and Carlton M. Cadwell, a director, who was awarded options to purchase 250,000 shares of common stock.

No underwriters were used for this transaction. As to this transaction, the Company relied upon the exemption from registration set forth in section 4(2) of the Securities Act of 1933, as amended, based upon the limited number of recipients, their relationship to the Company, and the private nature and other limitations of the transaction.

The Board of Directors has also adopted a form of Non-Statutory Stock Option Agreement, which is filed as Exhibit 10.1 to this report, for stock options granted by the Company, including the stock options described above.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 9, 2012, Bruce W. Ratchford resigned as a director of the Company, effective prior to the meeting of the Board of Directors held on that date. His resignation was not because of a disagreement with the Company, known to an executive officer of the Company, on any matter related to the Company's operations, policies or practices.

(e) The information set forth in item 3.02 above regarding the stock grants and option grants to Mr. Katzaroff and Mr. Jolliff is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Form of Non-Statutory Stock Option Agreement

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