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):
May 16, 2007
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in Charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices)
(206)
838-4670
(Registrant’s
Telephone Number)
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
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))
Item
1.01 Entry into a Material Definitive Agreement
On
May
16, 2007, at a Special Meeting of Stockholders, the stockholders of Organic
To
Go Food Corporation (the “Company”) approved the adoption of the 2007
Equity Participation Plan of Organic To Go Food Corporation
(the
“Plan”) that provides for the grant of equity awards to employees, directors and
consultants of the Company.
A
summary
of the principal provisions of the Plan is set forth below. The summary is
qualified by reference to the full text of the Plan, which is attached hereto
as
Exhibit 10.1.
Types
of Awards and Eligibility
Under
the
Plan, the Company is authorized to grant options (“Options”) and restricted
stock (“Restricted Stock,” and together with Options, collectively, “Awards”) to
employees, directors and consultants.
Administration
The
Plan
may be administered by the Board of Directors of the Company (the “Board of
Directors”) or by a committee (the “Committee”) delegated by the Board of
Directors (in either case, the “Administrator”). The Administrator has the
authority, in its discretion, to grant Awards; to determine the fair market
value of the Company’s common stock (the “Common Stock”) subject to Awards; to
determine the exercise price of Options granted; to determine the persons to
whom, and the time or times at which, Awards will be granted, and the number
of
shares subject to each Option and/or the number of shares of Restricted Stock;
to interpret the Plan; to prescribe, amend, and rescind the rules and
regulations relating to the Plan; to determine the terms and provisions of
each
Award granted; to modify or amend any Award with the consent of the participant;
and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The Administrator may delegate nondiscretionary
administrative duties to employees of the Company as it deems
proper.
Stock
Subject to the Plan
The
maximum number of shares of Common Stock which may be granted as Restricted
Stock and/or issued upon the exercise of Options granted pursuant to the Plan
is
3,600,000 shares of Common Stock in the aggregate.
Stock
Options
The
Company is authorized to grant both incentive stock options (“ISOs”) intended to
satisfy the requirements of Section 422 of the Internal Revenue Code of 1986,
as
amended, and the regulations thereunder (the “Code”), or “nonqualified options”
(“NQOs”). The exercise price of NQOs may not be less than 100% of the fair
market value of the Common Stock on the date of the grant, or otherwise
determined by the Administrator in good faith based on actual trading data
in
accordance with the requirements of Section 409A of the Code. The exercise
price
of ISOs granted to any person who owns stock representing more than 10% of
the
total combined voting power of all of the outstanding shares of Common Stock
or
the stock of any of the Company’s affiliates may not be less than 110% of the
fair market value of the Common Stock on the date of grant. The exercise price
of all other ISOs will be determined in accordance with the applicable
provisions of the Code and may not be less than the fair market value of the
Common Stock on the date of grant.
Duration
of Options
Options
granted under the Plan will expire no more than ten years from the date on
which
the Option is granted, or such lesser period of time as is set forth in the
Option agreement. ISOs granted to holders of more than 10% of the outstanding
shares of Common Stock will expire no more than five years from the date the
Option is granted.
Exercise
of Options
Options
granted under the Plan vest and become exercisable immediately as of the
effective date of the Option agreement or in accordance with the schedule set
by
the Administrator specified in the Option agreement relating to such Option.
Restricted
Stock
The
Administrator may grant Restricted Stock to individuals under the Plan, in
such
amounts, and subject to such terms and conditions as the Administrator may
determine in its sole discretion. Unless otherwise determined by the
Administrator at the time of the grant, the holder of Restricted Stock will
have
the right to vote the Restricted Stock and to receive dividends, until such
shares are forfeited.
Amendments
The
Board
of Directors may at any time amend, alter, suspend or discontinue the Plan.
Without the consent of an optionee and/or a participant, no amendment,
alteration, suspension or discontinuance may adversely affect
(a) outstanding Options except to conform the Plan and ISOs granted under
the Plan to the requirements of federal or other tax laws relating to incentive
stock options and/or (b) Restricted Stock grants. No amendment, alteration,
suspension or discontinuance will require stockholder approval unless
(a) stockholder approval is required to preserve incentive stock option
treatment for federal income tax purposes or (b) the Board of Directors
otherwise concludes that stockholder approval is advisable.
Miscellaneous
The
Plan
also contains provisions with respect to the treatment of Awards upon sale
of
the Company, transferability of Awards and tax withholding requirements. Various
other terms, conditions and limitations apply, as further described in the
Plan.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
May
16, 2007, the Company’s stockholders approved an amendment to the Company’s
Restated Certificate of Incorporation to change its name from SP Holding
Corporation to Organic To Go Food Corporation. Accordingly, a Certificate of
Amendment to the Restated Certificate of Incorporation (the “Certificate of
Amendment”) was filed with the State of Delaware Secretary of State on May 16,
2007 to effect the name change. A copy of the Certificate of Amendment is
attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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3.1
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SP
Holding Corporation Certificate of Amendment to the Restated Certificate
of Incorporation
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10.1
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2007
Equity Participation Plan of Organic To Go Food Corporation
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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.
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ORGANIC
TO GO FOOD CORPORATION
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Date:
May 21, 2007
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By: |
/s/
Jason
Brown |
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Jason
Brown
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Exhibit
Index
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Exhibit
Number
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Description
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3.1
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SP
Holding Corporation Certificate of Amendment to the Restated Certificate
of Incorporation
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10.1
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2007
Equity Participation Plan of Organic To Go Food Corporation
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