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
Date
of
Report (Date of earliest event reported): April 29, 2008
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-26670
|
51-0366422
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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20200
Sunburst Street, Chatsworth, CA
|
91311
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (818) 734-8600
Check
the
appropriate box below if the Form 8-K filing is intended to be 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
5.02 Departure of Directors or Certain officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e)
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Amendments
to 2006 Stock Plan
|
On
February 15, 2008, the Company’s Board of Directors adopted, subject to
stockholder approval, an amendment (the “Amendment”) to the 2006 Stock Plan (the
“Plan”). The Company’s stockholders approved the Amendment at the Company’s
Annual Meeting held on April 29, 2008. The Amendment, amends the Plan to (i)
increase by 10,000,000 the total number of shares of the Company’s common stock
available for issuance under the Plan from 3,101,275 to 13,101,275; (ii)
increase by 175,000 the maximum number of shares under the Plan that may be
granted in any one fiscal year to an individual participant from 300,000 to
475,000; and (iii) increase by 175,000 the maximum number of shares under the
Plan, in connection with a participant’s initial service, such participant may
be granted from 300,000 to 475,000 that will not count against the limit set
forth in (ii) above. The number of shares pursuant to the Amendment are subject
to
adjustment
for the effects of the reverse stock split on May 1, 2008.
The
foregoing description of the Amendment does not purport to be complete and
is
qualified in its entirety by reference to the Amendment, which is attached
hereto as Exhibit 10.1 and is incorporated herein by this
reference.
Item
8.01 Other Events.
Reverse
Stock Split
On
April
30, 2008, the Company filed an amendment to its Certificate of Incorporation
with the Secretary of State in the State of Delaware to effect a reverse stock
split of the Company’s issued and outstanding Common Stock in a ratio of
1-for-5. The reverse stock split will be effective with respect to Stockholders
of record at 12:01 a.m., Pacific Daylight time, on May 1, 2008 (the "Effective
Time"). As a result of the reverse stock split, each five shares of the
Company’s common stock will be combined and reclassified into one share of
common stock and the total number of shares of the Company’s common stock
outstanding will be reduced from 92,435,855 shares to 18,487,171 shares.
Beginning at the Effective Time, each certificate representing shares of the
common stock before the reverse stock split will automatically be deemed for
all
corporate purposes to evidence ownership of one-fifth of the shares evidenced
by
such certificate immediately prior to the Effective Time rounded down to the
nearest whole share. In addition, each certificate evidencing an option or
warrant to purchase 5 shares of Common Stock will become a certificate
evidencing an option and warrant to purchase one new share of Common Stock,
rounded down to the nearest whole share. The rights and privileges of the
holders of the Common Stock will be substantially unaffected by the reverse
split, and no stockholders’ interest will be completely eliminated by the
reverse stock split.
Beginning
at the Effective Time, the Company’s common stock will trade on the Nasdaq
Capital Market under the symbol "NASM". The reverse stock split will not affect
the Company’s stockholders’ equity, which will remain substantially unchanged.
In addition, the par value of the Company’s Common Shares will remain at $0.01
per share, and the reverse stock split will not affect the number of total
authorized shares, which will remain at 152,000,000 shares.
No
fractional shares of the new common stock will be issued to any stockholder
in
connection with the reverse split. Instead, a stockholder who would hold
fractional shares as a result of this reverse split will be entitled to receive
in lieu of such shares their cash equivalent, which is calculated as the number
of old shares which would become fractional multiplied by $0.35, the closing
stock price quoted on Nasdaq 5 days before the effective date of the reverse
split.
The
Company's transfer agent, Computershare Trust Company, N.A.(the “Transfer
Agent”), will act as exchange agent for purposes of implementing the exchange of
stock certificates. Beginning May 1, 2008, the Transfer Agent will deliver
to
stockholders of record a letter of transmittal requesting that they surrender
the stock certificates they currently hold for new stock certificates reflecting
the adjusted number of shares as a result of the reverse stock split and cash
in
lieu of any fractional shares, if applicable. Persons who hold their shares
in
brokerage accounts, or "street name," will not be required to take any further
actions to effect the exchange of their certificates. No new certificates will
be issued to a stockholder until such stockholder has surrendered their
outstanding certificate(s), together with the properly completed and executed
letter of transmittal, to the Transfer Agent. Until surrender, each certificate
representing shares before the reverse stock split will continue to be valid
and
will represent the adjusted number of shares rounded down to the nearest whole
share. Stockholders should not destroy any stock certificate and should not
submit any certificates until they receive a letter of transmittal.
Non-Employee
Director Option Plan
On
February 15, 2008, the Board of Directors approved and adopted, subject to
stockholder approval, the North American Scientific, Inc. 2008 Non-Employee
Directors’ Equity Compensation Plan (the “2008 Directors’ Plan”). The Company’s
stockholders approved the 2008 Directors’ Plan at the Company’s Annual Meeting
held on April 29, 2008.
The
2008
Directors’ Plan permits the Company to grant non-employee directors of the
Company (i) nonstatutory stock options (“NSOs”) and (ii) shares of restricted
stock. An aggregate of 7,500,000 shares of the Company’s common stock are
reserved for issuance under the 2008 Directors’ Plan. The number of shares
reserved for issuance are subject to adjustment for the effects of the reverse
stock split on May 1, 2008.
The
2008
Directors’ Plan generally provides for automatic grants (i) upon a director’s
initial appointment to the Board of Directors and (ii) at each annual meeting
of
stockholders. The 2008 Directors’ Plan expires on February 15,
2018.
The
foregoing description of the 2008 Directors’ Plan does not purport to be
complete and is qualified in its entirety by reference to the 2008 Directors’
Plan, which is attached hereto as Exhibit 99.1 and is incorporated herein by
this reference.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number
|
Description
|
|
|
10.1
|
Amendment
No. 1 to the North American Scientific, Inc. 2006 Stock
Plan.
|
|
|
99.1
|
North
American Scientific, Inc. 2008 Non-Employee Directors’ Equity Compensation
Plan
|
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.
|
|
|
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NORTH AMERICAN SCIENTIFIC, INC.
|
|
|
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May
5,
2008
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By:
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/s/
John
B. Rush
|
|
John
B. Rush
|
|
President
and
Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
|
10.1
|
Amendment
No. 1 to the North American Scientific, Inc. 2006 Stock
Plan.
|
|
|
99.1
|
North
American Scientific, Inc. 2008 Non-Employee Directors’ Equity Compensation
Plan
|
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