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): December 31, 2003
CRDENTIA CORP.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-31152 76-0585701
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
14114 Dallas Parkway, Suite 600, Dallas, Texas 75254
(Address of principal executive offices) (Zip Code)
(972) 850-0780
(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On December 31, 2003, our board of directors approved certain modifications
to our current equity arrangements with James D. Durham, our Chairman and
Chief Executive Officer. In connection with these modifications, Mr.
Durham agreed to relinquish certain rights he has pursuant to a certain
Common Stock Purchase Agreement dated May 15, 2002 to purchase additional
shares of our Common Stock that accrue to him after December 31, 2003 in
connection with acquisitions that occur either before or after December 31,
2003. With respect to Mr. Durham's rights to purchase an additional
2,767,278 shares of Common Stock that accrued to him prior to such date,
we agreed to extend Mr. Durham's right to purchase such additional shares
to fifteen years after the Vesting Expiration Date (as defined in the
Common Stock Purchase Agreement).
In consideration for Mr. Durham's modification of his purchase right, our
board of directors approved the issuance to him of an option to purchase up
to 7,000,000 shares of our Common Stock at an exercise price of $0.10 per
share (the "Option"), which expires on December 31, 2018. Mr. Durham is
fully vested in the Option, which is exercisable by him in accordance with
the following schedule: One hundred percent (100%) of the shares of our
Common Stock subject to the Option shall be exercisable by Mr. Durham on
December 31, 2008. Notwithstanding the foregoing, a certain number of
Shares subject to the Option may be exercised prior to December 31, 2008
upon the closing of certain acquisitions by us. In addition to the
issuance of the Option, we also entered into a Bonus and Other Agreement
with Mr. Durham pursuant to which we agreed to pay to Mr. Durham cash
bonuses in the amount of $540,000 on December 31, 2006 and January 4, 2007.
The foregoing description of the transactions approved by the board of
directors is qualified in its entirety by the Notice of Stock Option Award,
Stock Option Plan and Award Agreement and Bonus and Other Agreement filed
as Exhibits 10.1, 10.2 and 10.3, respectively, to this current report.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Notice of Stock Option Award dated December 31, 2003 by and between
Crdentia Corp. and James Durham.
10.2 Stock Option Plan and Award Agreement dated December 31, 2003 by
and between Crdentia Corp. and James Durham.
10.3 Bonus and Other Agreement dated December 31, 2003 by and between
Crdentia Corp. and James Durham.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly authorized.
CRDENTIA CORP.
Date : January 12, 2004 /S/ WILLIAM S. LEFTWICH
By: William S. Leftwich,
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
10.1 Notice of Stock Option Award dated December 31, 2003 by and between
Crdentia Corp. and James Durham.
10.2 Stock Option Plan and Award Agreement dated December 31, 2003 by
and between Crdentia Corp. and James Durham.
10.3 Bonus and Other Agreement dated December 31, 2003 by and between
Crdentia Corp. and James Durham.