8-K 1 form8k.htm FORM 8-K

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) April 6, 2006

LIBERTY STAR GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-50071

(Commission File Number)

90-0175540

(IRS Employer Identification No.)

2766 N. Country Club Road, Tucson, Arizona 85716

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code 520-731-8786

N/A

(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:

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 April 6, 2006, we entered into a stock option agreements with certain employees, officers, directors and consultants for whom our Compensation Committee has designated stock options granting them the right to purchase an aggregate of 1,628,000 shares of our common stock at an exercise price of $1.11 per share exercisable for a period of ten years pursuant to our 2004 Stock Option Plan. The form of stock option agreement was filed as Exhibit 4.2 to the Form S-8 that was filed with the Securities Exchange Commission on December 21, 2004.

 

 



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The options were granted to the following persons:


Name of Optionee

Number of Options

David Scott Boyer

44,000

Claudia Castro

35,000

Douglas Compton

3,000

Donna Cram

24,000

Curtis J. Freeman

25,000

John Guilbert

30,000

Kristine Hoey

24,000

Paul Hohbach

75,000

Jan Klein

55,000

Robert J. Macer

45,000

Suzette Maharry

12,000

David S. Manzer

6,000

Gary Musil

21,000

Michael Schaefer

70,000

John W. Shull

29,000

Shea Clark Smith

45,000

Philip St. George

385,000

Karen Wenrich

625,000

Jon R. Young

75,000

Total:

1,628,000

The options shall vest as follows:

(a)

25% on the six month anniversary of the date of grant;

 

(b)

25% on the twelve month anniversary of the date of grant;

 

(c)

25% on the eighteen month anniversary of the date of grant; and

 

(d)

the balance on the twenty-four month anniversary of the date of grant.

Item 3.02. Unregistered Sales of Equity Securities.

On April 6, 2006, we granted stock options pursuant to our 2004 Stock Option Plan to certain employees, officers, directors and consultants for whom our Compensation Committee has designated stock options for the option to purchase an aggregate of 1,628,000 shares of our common stock at an exercise price of $1.11 per share, exercisable until April 6, 2016. The options are subject to vesting provisions as set forth above. Shares of common stock issuable on the exercise of the stock options have been registered under a Form S-8 which was filed with the Securities and Exchange Commission on December 21, 2004.

 

 



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Item 9.01.

Financial Statements and Exhibits.

99.1

News Release dated April 6, 2006.

 

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.

LIBERTY STAR GOLD CORP.

/s/ James Briscoe

James Briscoe, President

Date: April 10, 2006