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): November 12, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Enterprise, Aliso Viejo, California 92656
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (949) 330-8060
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))
SECTION 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On November 12, 2007 the Company authorized an option grant to Mr. Oz
Fundingsland in recognition of his acceptance to serve as a member of the XsunX
Board of Directors. The option provides for the grant of 500,000 options with an
exercise price per share of $0.36 for Director services to be rendered
commencing November 12, 2007. The vesting schedule is described below:
The vesting schedule for Mr. Fundingsland is:
The Option shall become exercisable in the following amounts upon the
delivery and/or achievement by Optionee of the following milestones:
(a) Beginning November 12, 2007 the Option shall vest and
become exercisable at the rate of 62,500 Shares upon the
anniversary of each calendar quarter of continuous service
as a Director, or prorated portion thereof, for services
rendered as a member of the Company Board of Directors up
to a total of 500,000 shares.
Also, on November 12, 2007 the Company entered into an agreement amending the
terms of a stock option grant dated October 23, 2007 between the Company and Mr.
Thomas Anderson, a member of the XsunX Board of Directors. The amendment
provided for an increase of 250,000 options to the pool of options available
within the vesting provisions of the grant. All other provision of the stock
option grant remained the same. The vesting schedule was amended as follows:
(b) Beginning October 1, 2007 the Option shall vest and become
exercisable at the rate of 62,500 Shares upon the
anniversary of each calendar quarter of continuous service
as a Director, or prorated portion thereof, for services
rendered as a member of the Company Board of Directors up
to a total of 500,000 shares.
SECTION 2. Financial Information
None.
SECTION 3. Securities and Trading Markets
None.
SECTION 4. Matters Related to Accountants and Financial Statements
None.
SECTION 5. Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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On November 12, 2007, the Company announced the appointment of Mr. Oz
Fundingsland as Director, effective November 12, 2007. A copy of the related
press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Mr. Fundingsland brings over forty years of sales, marketing, executive business
management, finance, and corporate governance experience to XsunX. His
professional and business experience principally originated with his tenure,
commencing in 1964, at Applied Magnetics Corp., a disk drive and data storage
company. Prior to his retirement from Applied Magnetics in 1994, Mr.
Fundingsland served as an Executive Officer and Vice President of Sales and
Marketing for 11 years directing sales growth from $50 million to over $550
million. Commencing in 1993 through 2003 Mr. Fundingsland served as a member of
the board of directors for the International Disk Drive Equipment Manufacturers
Association "IDEMA" where he retired emeritus, and continues to serve as an
advisor to the board. For the last 13 years, Mr. Fundingsland has provided
consulting services assisting with sales, marketing, and management to a host of
companies within the disk drive, optical, software, and LED industries.
SECTION 6. Asset-Backed Securities
None
SECTION 7. Regulation FD
Except for the historical information presented in this document, the matters
discussed in this Form 8-K, or otherwise incorporated by reference into this
document, contain "forward-looking statements" (as such term is defined in the
Private Securities Litigation Reform Act of 1995). These statements are
identified by the use of forward-looking terminology such as "believes,"
"plans," "intend," "scheduled," "potential," "continue," "estimates," "hopes,"
"goal," "objective," expects," "may," "will," "should" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by the Registrant. The reader is cautioned that
no statements contained in this Form 8-K should be construed as a guarantee or
assurance of future performance or results. These forward-looking statements
involve risks and uncertainties, including those identified within this Form
8-K. The actual results that the Registrant achieves may differ materially from
any forward-looking statements due to such risks and uncertainties. These
forward-looking statements are based on current expectations, and the Registrant
assumes no obligation to update this information. Readers are urged to carefully
review and consider the various disclosures made by the Registrant in this Form
8-K and in the Registrant's other reports filed with the Securities and Exchange
Commission that attempt to advise interested parties of the risks and factors
that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this current report shall not be incorporated by reference
into any registration statement pursuant to the Securities Act of 1933, as
amended. The furnishing of the information in this current report is not
intended to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information this current report contains
is material investor information that is not otherwise publicly available.
On November 12, 2007, XsunX Inc. issued a news release to announce the
appointment of Mr. Oz Fundingsland to the Company's Board of Directors. This
news release, dated November 12, 2007 is attached as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference.
SECTION 8. Other Events
None.
SECTION 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished as part of this report:
A. Financial Statements - none
B. Exhibit - 10.1 Stock Option Agreement (Oz Fundingsland)
C. Exhibit - 10.2 Amendment to Stock Option Agreement (Thomas Anderson)
D. Exhibit - 99.1 Press release dated November 12, 2007
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.
Date: November 14, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO & President