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 27, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
----------- --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Enterprise, Aliso Viejo, California 92656
--------------------------------------------
(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 26, 2007 the Company authorized an option grant to Dr. Michael A.
Russak 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 26, 2007. The vesting schedule is described below:
The vesting schedule for Dr. Russak 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 26, 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;
--------------------------------------------------------------------------------
Appointment of Principal Officers
---------------------------------
On November 28, 2007, the Company announced the appointment of Dr. Michael A.
Russak as a Director, effective November 26, 2007. A copy of the related press
release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Dr. Michael A. Russak's professional resume is as follows:
EDUCATION
Rutgers University, College of Engineering, B.S., Ceramic Engineering, 1968
Rutgers University, College of Engineering, Ph.D., Ceramic/Materials Science,
1971
PROFESSIONAL EXPERTISE:
Thirty five years industrial experience progressing from a research scientist to
senior executive officer.
Expertise in thin film materials and devices for magnetic recording,
photovoltaic, solar thermal applications, semiconductor devices as well as
glass, glass-ceramic and ceramic materials.
Over twelve years experience at the executive management level of public
companies with significant off shore development and manufacturing functions.
PROFESSIONAL EXPERIENCE:
2007 - Present: Executive Director IDEMA-U.S. Responsibilities include oversight
of activities, programs and trade shows organized and sponsored by IDEMA, the
International Disk (Drive) Equipment and Materials Association. IDEMA is the HDD
industry trade association.
2001-2006: President and Chief Technical Officer, Komag, Inc. Responsibilities
include determining overall corporate business and technical direction,
extensive interaction with customer base and investment community, led team
investigating various diversification activities including single crystal and
thin film photovoltaic devices and thin film displays. Between 2002 and 2006,
the Komag more than tripled its production output, achieved record revenue,
profitability and EPS. Yearly revenue grew from < $200M in 2001 to $900M in
2006.
1998 - 2001: Executive Vice President and Chief Technical Officer, HMT
Technology Corporation. Principal in the merger activities between HMT and Komag
in 2000. Merger completed in October 2000. Responsible for technical direction
of HMT and product transfer to manufacturing.
1993 - 1998: Vice President of Research & Development; HMT Technology
Corporation. Responsible for overall technical direction of company, research on
emerging concepts and technologies and new product and process development.
Principal in the management a leveraged buy out and subsequent IPO of HMT in
1995-1996
1985 - 1993: IBM Corporation; various positions starting as a Research Staff
Member in the IBM TJ Watson Research Center, Yorktown Heights, NY and evolving
to a middle management position. Areas of management and individual contribution
included:
Materials and processes related to high density magnetic recording, micro
magnetic modeling of soft magnetic materials.
Investigation of advanced plasma deposition and diagnostic techniques including
low pressure sputter deposition, ion beam sputter deposition, ECR deposition and
etching and various plasma emission diagnostic techniques.
Application of advanced techniques to semiconductor devices for solar energy
conversion (photovoltaic), semiconductor device structures and packaging
applications.
1971-1985; Grumman Corporation, Bethpage, N.Y., Held positions of increasing
responsibilities up to rank of Senior Staff Scientist and Senior Program
Manager. Areas of management and individual contribution include:
Photovoltaic materials, devices and applications; Led a team of scientists,
engineers and business personnel in establishing a PV business base for Grumman
Energy Systems division of the company
Experience with photo electrochemical devices, all solid state devices; single
crystal Si and GaAs as well as thin film amorphous Si, II-VI compound and
chalcogenide base devices.
Magnetic thin films for RAM and other applications.
High-Energy Laser countermeasures program.
Fundamental research into melting and fining of glasses and glass ceramic
precursors in low gravity environment.
Thermal Protection Systems; study, characterization and development of closed
pore insulation material for reusable heat shields for re-entry vehicles.
PATENTS & PUBLICATIONS: 23 Patents 90+ Publications
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 28, 2007, XsunX Inc. issued a news release to announce the
appointment of Dr. Michael A. Russak to the Company's Board of Directors. This
news release, dated November 28, 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 (Dr. Russak)
C. Exhibit - 99.1 Press release dated November 28, 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 28, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
-----------------------------
Tom Djokovich, CEO & President