UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2005
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STONEPATH GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-16105 65-0867684
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 MARKET STREET, SUITE 1515
PHILADELPHIA, PENNSYLVANIA 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 979-8370
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(Former name or former address, if changed since last report)
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):
|_| 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
On April 28, 2005, the Compensation Committee (the "Committee") of the
Board of Directors of Stonepath Group, Inc. (the "Company") approved the
acceleration of the vesting of unvested stock options having an exercise price
of more than $0.92 per share granted under the Company's Amended and Restated
2000 Stock Incentive Plan that are held by the Company's employees, including
executive officers.
As a result of this action, options to purchase 1,931,244 shares of the
Company's common stock became immediately exercisable, representing
approximately 17.2% of the Company's total outstanding options.
Because the accelerated options had exercise prices in excess of the
current market value of the Company's common stock, they were not fully
achieving their original objectives of incentive compensation and employee
retention. The Company expects the acceleration to have a positive effect on
employee morale, retention, and perception of option value.
The acceleration is also intended to eliminate future compensation
expense the Company would otherwise have to recognize in its income statement
with respect to the accelerated options once Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment," issued by the Financial
Accounting Standards Board, becomes effective. That future compensation expense
amounts to an aggregate of approximately $514,000 from 2006 through 2009.
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 thereunto duly authorized.
STONEPATH GROUP, INC.
Date: May 4, 2005 By: /s/ Robert Arovas
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Name: Robert Arovas
Title: President