================================================================================
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 19, 2003
NEW ENGLAND ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Florida 5 Ridge Road 65-1102237
Cos Cob, CT 06807
(State or other 203-622-1848 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or (Address of Principal
organization) Executive Offices)
203-622-1848
Registrant's telephone number, including area code:
================================================================================
Item 5. Other Events and Regulation FD Disclosure.
The New England Acquisitions, Inc. 2003 Incentive Equity Plan has been adopted
and approved by our Board of Directors and our stockholders. The following
summary of the Plan is qualified in its entirety by the terms and conditions of
the Plan which is attached to this Current Report as an exhibit.
The purpose of the Plan is to promote long-term profitability and to enhance
value for our stockholders by offering incentives and rewards to our key
employees, directors and officers, including those of its subsidiaries, to
retain their services and to encourage them to acquire stock ownership in us.
The Plan will terminate at the close of business on May 19, 2008 unless
terminated earlier by our Board of Directors or a Committee composed of two or
more of members of our Board of Directors to administer the Plan. All
references below to the "Board" refer to our Board of Directors and any such
Committee. After termination of the Plan, no future awards may be granted, but
previously granted awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.
The Plan may be amended only by the Board as it deems necessary or appropriate
to better achieve the purposes of the Plan, except that no such amendment shall
be made without the approval of our stockholders which would increase the number
of shares available for issuance in accordance with the Plan.
The Board has the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change in control of us, as
defined by the Board, to provide for the acceleration of vesting and for
settlement, including cash payment, of an award granted under the Plan upon or
immediately before such event is effective. However, the granting of awards
under the Plan shall in no way affect our right to adjust, reclassify,
reorganize, or otherwise change our capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any portion of our
businesses or assets.
The Board is responsible for administering the Plan. The Board has full and
exclusive power to interpret the Plan and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or proper. This
power includes but is not limited to selecting award recipients, establishing
all award terms and conditions and adopting modifications, amendments and
procedures, as well as rules and regulations governing awards under the Plan,
and to make all other determinations necessary or advisable for the
administration of the Plan. The interpretation and construction of any provision
of the Plan or any option or right granted under the Plan and all determinations
by the Board in each case shall be final, binding and conclusive with respect to
all interested parties
The members of the Board are employees, constitute our executive officers and
are our principal stockholders. Except in the case of vacancies, members of our
Board of Directors are selected by our stockholders and may be removed by our
stockholders and any time with or without cause. Our directors serve until the
next succeeding annual meeting and until their successors are elected and
qualify.
Subject to adjustment as provided in the Plan, 500,000 shares of our common
stock, $.00001 par value, may be issued to participants under the Plan.
All of our key employees, directors and officers are eligible to receive awards
under the Plan as well as those of any entity that is directly or indirectly
controlled by us, as determined by the Board.
The period of time within which employees may elect to participate in the plan
shall be determined by the Board at the time an award is granted. The purchase
price per share shall be not less than 100% of "Current Value" on the date of
grant (except if a stock option is granted retroactively in tandem with or as a
substitution for an SAR, the exercise price may be no lower than the exercise
price per share for such tandem or replaced SAR).
For purposes of the Plan, Current Value of a security shall be determined as
follows:
(a) If the security is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed
for trading on NASDAQ or the NASD Bulletin Board, the Current
Value of a share or other unit shall be the last reported sale
price of such security on such exchange; or
(b) If the security is not so listed or admitted to unlisted trading
privileges but bid and asked prices are reported by the National
Quotation Bureau, Inc. or any successor thereto, the Current
Value shall be the average of last reported high bid and low
asked prices reported by the National Quotation Bureau, Inc.; or
(c) If the security is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the
Current Value shall be the book value of a share or other unit
as at the end of our immediately prior fiscal quarter determined
in accordance with generally accepted accounting principles
consistently applied.
The exercise price for a stock option shall be paid in full by the optionee at
the time of the exercise in cash or such other method permitted by the Board,
including (i) tendering (either actually or by attestation) shares, (ii)
authorizing a third party to sell the shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and assigning the delivery to us of a
sufficient amount of the sale proceeds to pay for all the shares acquired
through such exercise, or (iii) any combination of the above.
If approved by the Board, the purchase price for shares purchased under the
Plan may be paid in cash or a finite number of shares at the option of the
Employee. Payment must be made at such time as determined by the Board.
The purchase price of securities purchased under the Plan will be received by us
and may be used to pay compensation to our affiliates and to reimburse them for
amounts advanced by them to us or on our behalf.
Awards have been made under the Plan to Gary Cella, Jonathan Reisman and Eugene
Cella which permit them to purchase 100,000 shares, 100,000 shares and 20,000
shares of the Corporation's common stock, $.00001 par value, respectively on or
before June 19, 2003. The purchase price will be made by a one year promissory
note of the purchaser which will be payable at the option of the respective
purchaser (a) in cash with interest at the annual rate of 5% or (b) 120% of the
shares purchased by the purchaser, subject to customary adjustment in the event
of any stock dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization or other distribution (other than
normal cash dividends) of the Corporation's assets to its stockholders, or any
other change affecting its shares, and it was further
We have agreed to register the shares purchased under the Securities Act of 1933
for public offer and sale.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 - The New England Acquisitions, Inc. 2003 Incentive Equity Plan
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.
New England Acquisitions, Inc.
Date: May 19, 2003
/s/ Gary Cella
---------------
Gary Cella,
President