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):
January 18, 2006 (JANUARY 15, 2006)
ZONE 4 PLAY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-51255 98-0374121
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
103 FOULK ROAD, WILMINGTON, DE 19803
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(Address of principal executive offices) (Zip Code)
(302) 691-6177
(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:
[_] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On January 15, 2006, Adiv Baruch was appointed as an additional member of the
Board of Directors of Zone 4 Play, Inc. (the "Company"), by the existing Board
of Directors, filling a vacancy, and the Company and Mr. Baruch entered into a
Director Appointment Agreement (the "Agreement"). Currently, Mr. Barcuh is not
expected to be named as a member of any committee of the Board of Directors.
Pursuant to the terms of the Agreement, the Company agreed to grant Mr. Baruch
an option to purchase up to 192,261 shares of common stock of the Company under
the terms of the Company's option plan ("Option") at an exercise price per share
of $1. The Option vests in three equal annual installments, whereby Mr. Baruch
has the right to purchase 1/3 of the shares subject to the Option at the
expiration of the first, second and third year respectively from the date of the
Agreement, provided that Mr. Baruch remains a member of the Board of Directors
at such time. In the event of a termination of the Agreement for cause at any
time, the Option, to the extent not exercised, shall terminate and be cancelled
and non-exercisable.
Mr. Baruch, age 42, is the President and Chief Executive Officer of BOS Better
On-Line Solutions Ltd. In addition Mr. Baruch is actively involved as the
Chairman of the Israeli Export Institute Hi-Tech and Telecom Division., Prior to
joining BOS Mr. Baruch served as Executive Vice President Business Development
of Ness Technologies, the largest IT firm in Israel, and is considered one of
the founding members of the company. Mr. Baruch is also a former partner and
active director of IPEX, acquired by Ness. Mr. Baruch has served in the capacity
of founder, executive, and director for several IT companies and Internet
start-ups, and was significantly involved in the M&A process and in assisting
these companies in their global expansion.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 10.1 Director Appointment Agreement dated as of January 15, 2006
by and between Zone 4 Play, Inc. and Adiv Baruch.
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.
ZONE 4 PLAY, INC.
(Registrant)
By: /s/ Uri Levy
Date: January 18, 2006 ----------------
Uri Levy
Chief Financial Officer