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
May 27, 2009
Date of Report (Date of earliest event reported)
iPARTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-15611 76-0547750
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Bridge Street, Suite 301, Dedham, Massachusetts 02026
(Address of principal executive offices) (Zip Code)
(781) 329-3952
(Registrant's telephone number, including area code)
----------------------------------------------------
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Approval of 2009 Stock Incentive Plan
On May 27, 2009, at the 2009 Annual Meeting of Stockholders of iParty Corp.
(the "Company"), the Company's stockholders approved the iParty Corp. 2009 Stock
Incentive Plan ("2009 Stock Incentive Plan").
A detailed description of the 2009 Stock Incentive Plan is included in the
proxy statement for the Company's 2009 Annual Meeting of Stockholders, and a
copy of the 2009 Stock Incentive Plan is attached to the proxy statement as
Appendix A and this Current Report on Form 8-K.
Option Grants to Named Executive Officers
On May 27, 2009 (the "Grant Date"), the Board of Directors granted
incentive stock options under and pursuant to the terms of the 2009 Stock
Incentive Plan to the following named executive officers:
Named Executive Officer Options
----------------------- -------
Sal Perisano 460,000
Chief Executive Officer
Dorice Dionne 260,000
Senior Vice President - Marketing
David Robertson 50,000
Chief Financial Officer
The exercise price of each of the options was the closing price on the
Grant Date of the Company's common stock as reported on the NYSE Amex, which was
$0.11 per share. Mr. Perisano and Ms. Dionne's options vest as to one-third of
the shares underlying the option on the first anniversary of the Grant Date and
one-third on each of the second and third anniversary of the Grant Date, vesting
in full on May 27, 2012. Mr. Robertson's option vests as to one-quarter of the
shares underlying the option on the first anniversary of the Grant Date and then
in equal monthly increments over the subsequent three years, vesting in full on
May 27, 2013.
Item 8.01. Other Events.
At the Company's 2009 Annual Meeting of Stockholders, in addition to
approving the 2009 Stock Incentive Plan as discussed above, the Company's
stockholders:
o Re-elected the six directors nominated and named in the Company's
proxy statement for the 2009 Annual Meeting of Stockholders, all of
whom were then serving as directors of the Company;
o Approved the amendment to the Company's Restated Certificate of
Incorporation to effect a reverse stock split, pursuant to which the
existing shares of the Company's common stock would be combined into
new shares of the Company's common stock at an exchange ratio ranging
between one-for-five and one-for-thirty, with the exchange ratio to be
determined by the Board of Directors (the "Reverse Stock Split"); and
o Ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for 2009.
With the approval of the Reverse Stock Split, the Board of Directors will
have the authority, but not the obligation, to effect the Reverse Stock Split at
any time prior to the date of the 2010 Annual Meeting of Stockholders, without
further approval or authorization of stockholders. The Reverse Stock Split will
be effected, if at all, only upon a determination by the Board of Directors that
implementing a Reverse Stock Split is in the best interests of the Company and
its stockholders. If the Board of Directors determines to implement the Reverse
Stock Split, the Company intends to issue a press release announcing the terms
and effective date of the Reverse Stock Split before it files the amendment to
its Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware effecting the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
10.1 iParty Corp. 2009 Stock Incentive Plan (incorporated by reference
from the Company's Definitive Proxy Statement as filed with the
Securities and Exchange Commission on April 24, 2009).
SIGNATURE
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.
iPARTY CORP.
By: /s/ SAL PERISANO
-------------------------
Sal Perisano
Chairman of the Board and
Chief Executive Officer
Dated: May 29, 2009
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.1 iParty Corp. 2009 Stock Incentive Plan (incorporated by reference from
the Company's Definitive Proxy Statement as filed with the Securities
and Exchange Commission on April 24, 2009).