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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): June 20, 2006
NOVASTAR
RESOURCES LTD.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
|
000-28535
|
91-1975651
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID
No.)
|
8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(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. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR.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))
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
June
20, 2006, the Novastar Resources Ltd. (the “Company”) entered into a Technical
Advisory Board Member Agreement (the “Armijo Advisory Agreement”) with Dr.
Joseph Sam Armijo, pursuant to which Mr. Armijo was appointed as Chair of the
Company’s Technical Advisory Board. Under the terms of the Armijo Advisory
Agreement, Mr.
Armijo will, among other things, provide technical consulting services to the
Company and will assist the Company to plan for future research and development
efforts and to identify and evaluate new and emerging business opportunities.
The
Company agreed to pay Mr. Armijo at an hourly rate of $250, as consideration
for
his services, with a minimum hourly requirement of 20 hours each month and
a
daily maximum billing of 8 hours (unless traveling at the request of the
Company). However, Mr. Armijo’s hourly rate will be reduced to $200 for each
hour of service performed by him in excess of 20 hours each month.
Furthermore,
in connection with any of Mr. Armijo’s Work Product (as defined in the Armijo
Advisory Agreement), the Company will pay Mr. Armijo: (1) $500 in cash for
any
patentable disclosure; (2) $5,000 in cash or equity, at Mr. Armijo’s option, for
each patentable disclosure for which the Company files a patent application;
and
(3) a 5% royalty payment on any gross proceeds received by the Company from
the
sale of any products or licenses covered by the patented rights associated
with
any patent derived from such Work Product. Where the disclosures of patentable
inventions are made jointly, then the Company will pay $500 to Mr. Armijo and
to
each other inventor who is also a consultant to the company, $2,500 to the
lead
inventor, as determined by the Technical Advisory Board, and $2,500 divided
pro
rata to any other inventors, and any royalties will be allocated by assigning
2.5% to the lead inventor and 2.5% divided equally among any other
inventors.
Under
the
terms of the Armijo Advisory Agreement, the Company also agreed to grant to
Mr.
Armijo, pursuant to the Plan, a ten-year non-qualified option for the purchase
of 150,000 shares of the common stock of the Company (the “Armijo Options”) at
an exercise price of $0.51 per share. The
initial term of Armijo Advisory Agreement will be three years but will be
automatically extended for additional one-year periods unless terminated by
either party in accordance with its terms. Both the Company and Mr. Armijo
may
terminate the Armijo Advisory Agreement for any reason or for no reason but
the
terminating party must provide the other party with 60 days’ written notice
before such termination.
The
Armijo Options were granted on June 20, 2006, pursuant to a stock option
agreement entered into between the Company and Mr. Armijo. They will vest in
equal monthly installments over a three-year period, with accelerated vesting
upon a termination of Mr. Armijo by the Company. However, if the Company retains
another advisor to serve on the Company’s technical advisory board and grants
the new advisor more options as a retainer than the Armijo Options, then the
Company is obligated to increase the Armijo Options to match the options offered
to the new advisor. The Armijo Options will expire on June 20, 2016.
This
brief description of the terms of the Armijo Advisory Agreement is qualified
by
reference to the provisions of that agreement, attached to this report as
Exhibit 10.1. The Company’s press release regarding the appointment of Dr.
Armijo is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
8.01 OTHER EVENTS
On
June
19, 2006, the Company appointed Charles W. Pryor, Jr., as a member of the
Company’s International Advisory Board. A press release announcing this
appointment, as well as setting forth Dr. Pryor’s biographical information is
attached hereto as Exhibit 99.2.
ITEM
9.01 EXHIBITS.
Exhibit
No.
|
Description
|
10.1
|
Technical
Advisory Board Member Agreement, dated June 20, 2006, between Novastar
Resources, Ltd. and Dr. Joseph Sam Armijo.
|
99.1
|
Press
Release of announcing the appointment of Dr. Joseph Sam Armijo, dated
June
26, 2006.
|
99.2
|
Press
Release of announcing the appointment of Dr. Charles W. Pryor, Jr,
dated
June 23, 2006.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Novastar
Resources Ltd.
Date:
June 26, 2006
/s/
Seth Grae____________________
President
and Chief Executive Officer
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
10.1
|
Technical
Advisory Board Member Agreement, dated June 20, 2006, between Novastar
Resources, Ltd. and Dr. Joseph Sam Armijo.
|
99.1
|
Press
Release of announcing the appointment of Dr. Joseph Sam Armijo, dated
June
26, 2006.
|
99.2
|
Press
Release of announcing the appointment of Dr. Charles W. Pryor, Jr,
dated
June 23, 2006.
|