UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-KSB
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2005
Commission File Number: 0-29195
ONSCREEN TECHNOLOGIES, INC.
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(Name of Small Business Issuer in Its Charter)
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Colorado 84-1463284
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 NW 14th Avenue, Suite 100, Portland, Oregon 97209
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(Address of Principal Executive Offices) (zip code)
(503) 417-1700
(Registrant's telephone number)
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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 240.1 4d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
REGISTRANT EXECUTED EMPLOYMENT CONTRACTS WITH CHARLES R. BAKER AND WILLIAM J.
CLOUGH, ESQ. OnScreen Technologies, Inc. executed bilateral employment contracts
with Charles R. Baker, the registrant's Chief Executive Officer, President and
Chairman of the Board of Directors and with William J. Clough, Esq., the
registrant's Corporate Secretary, General Counsel and Executive Vice President
of Corporate Development. Both employment contracts became effective December
13, 2005 and are for a term of three years. The contracts contain provisions: to
terminate the employees for "Just Cause" which will terminate employee
compensation; penalty for termination of employee without just cause; medical
and dental insurance coverage; employee confidentiality and non-compete
obligations.
Charles R. Baker's contract provides for a monthly salary of $22,920 plus an
automobile allowance of $1,500. Baker shall receive a one time sign on bonus of
$100,000.00, due and payable upon completion of the Equity Round of financing.
In addition, Baker shall receive an annual bonus as follows: During the first
year of employment Baker's bonus is guaranteed to be at least one hundred
thousand dollars ($100,000.00) with the potential of receiving up to one hundred
percent (100%) of his annual base salary based upon performance. During the
balance of the contract term, Baker shall receive a minimum annual bonus of at
least fifteen percent (15%) of his base annual salary with the potential of
receiving up to one hundred percent (100%) of his annual base salary based upon
performance. Baker shall receive stock options allowing him to purchase two
million (2,000,000) shares of the Company's common stock at a price of one cent
($0.01) per share. Said options shall be valid for five (5) years following the
date on which they are issued. On the first and second anniversary of his
Employment Agreement, respectively, Baker shall be issued stock options under
the same terms and conditions as stated above, in equal installments such that
at the end of two (2) years he has options to purchase a total number of common
shares equaling five percent (5%) of the fully diluted common shares upon the
closing of the Equity Financing Round.
Baker is responsible to direct, implement, control and otherwise manage all
business; operational; administrative; commercialization; and associated
functions within the Registrant. Baker reports directly to the Board of
Directors.
William J. Clough's contract provides for a monthly salary of $15,000 plus an
automobile allowance of $1,000. Clough shall receive a one time sign on bonus of
$50,000.00, due and payable upon completion of the Equity Round of financing. In
addition, Clough shall receive an annual bonus as follows: During the first year
of employment Clough's annual bonus is guaranteed to be at least twenty-five
percent (25%) of his annual base salary with the potential of receiving up to
fifty percent (50%) of his annual base salary based upon performance. During the
balance of the contract term, Clough shall receive a minimum annual bonus of at
least fifteen percent (15%) of his base annual salary with the potential of
receiving up to twenty-five percent (25%) of his annual base salary based upon
performance.
Clough is a practicing attorney at law, licensed in state and federal courts of
California, Illinois and Hawaii. In the capacity as General Counsel, Clough is
responsible to direct, implement, control and otherwise manage all legal affairs
and corporate governance. In the capacity as Executive Vice President of
Corporate Development, Clough is responsible for advising and otherwise working
with corporate top management relating to corporate funding, acquisitions,
mergers, product approval and general corporate guidance and oversight of
operations. Clough reports directly to the Company CEO/President.
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.
Signed and submitted this 22nd day of December 2005.
OnScreen Technologies, Inc.
(Registrant)
by: /s/ Charles R. Baker
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Charles R. Baker as CEO/President