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
July 20, 2006
Date of report (Date of earliest event reported)
Velocity Express Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-28452 | 87-0355929 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
One Morningside Drive North
Bldg. B, Suite 300
Westport, Connecticut 06880
(Address of principal executive offices, including zip code)
(203) 349-4160
(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 (see General Instruction A.2):
| ¨ | 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(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Option Awards
Effective July 20, 2006, the Company’s Board of Directors awarded (1) a non-qualified stock option for the purchase of 3,795 shares of common stock to Kay Perry Durbin, the Company’s Senior Vice President, Workforce Services, (2) a non-qualified stock option for the purchase of 7,591 shares of common stock to Jeffrey Hendrickson, the Company’s President and Chief Operating Officer, (3) a non-qualified stock option for the purchase of 6,506 shares of common stock to Edward W. Stone, the Company’s Chief Financial Officer, and (4) a non-qualified stock option for the purchase of 14,097 shares of common stock to Vincent A. Wasik, the Company’s Chairman and Chief Executive Officer. The foregoing options were issued under the 2004 Stock Incentive Plan. Such options vest to the extent of 50% per year, commencing on the first anniversary of the date of grant. They are exercisable at $1.33 per share, which was the closing price of the Company’s common stock on the Nasdaq Capital Market on July 20, 2006. These options expire on July 20, 2016, and provide for accelerated vesting in the event of a change in control of the Company.
These options were granted in consideration of such employees’ deferral of an aggregate of $42,548 of salary over three pay periods. The Board agreed to permit the optionees to exercise such options by exchanging the amount of deferred salary as payment of the exercise price of such options.
Upon preparation and execution of written option agreements formalizing the above-referenced awards, the Company will amend this report to file the form of such agreement as an exhibit.
Cash Bonuses
Effective July 20, 2006, the Company’s Board of Directors awarded the following cash bonuses in consideration of the extraordinary efforts of such individuals during the period immediately preceding and in connection with the negotiation and events leading up to the Company’s agreement to acquire CD&L, Inc.:
| Kay Perry Durbin | Senior Vice President, Workforce Services | $ | 5,048 | ||
| Jeffrey Hendrickson | President and Chief Operating Officer | $ | 10,096 | ||
| Edward W. Stone | Chief Financial Officer | $ | 8,654 | ||
| Vincent A. Wasik | Chairman and Chief Executive Officer | $ | 18,750 |
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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.
| Date: July 21, 2006 | Velocity Express Corporation | |||
| By: | /s/ Edward W. Stone | |||
| Edward W. Stone Chief Financial Officer | ||||
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