Unassociated Document
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
24, 2008
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33874
|
75-2242792
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
11150
Santa Monica Boulevard, Suite 340, Los Angeles, California
90025
(Address
of principal executive offices) (Zip Code)
(310)
424-5668
(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:
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 in Material Definitive Agreement
On
January 24, 2008, we entered into a Services Agreement with Daniel Goldberger,
a
member of our Board of Directors and formerly our President and Chief Operating
Officer. Under the agreement Mr. Goldberger will provide such consulting
services as we may request from time to time. The agreement requires Mr.
Goldberger to devote at least 80 hours per month to providing consulting
services.
The
Services Agreement has a term which commenced December 1, 2007, and continues
on
a month-to-month basis until the earlier of (i) our employment of a Chief
Executive Officer or (ii) termination by either party on five business days
prior written notice.
As
compensation for providing consulting services, Mr. Goldberger will receive
$15,000 per month for the first two months of the term and $12,500 per month
for
each month thereafter until termination of the Service Agreement. During the
term of the Service Agreement, Mr. Goldberger will not be entitled to any
additional compensation for his services as a member of our Board of Directors.
He will be entitled to reimbursement for reasonable and necessary business
and
travel expenses. Mr. Goldberger will be included as a named insured under our
existing officers and directors insurance and will be subject to the standard
indemnification given to all of our officers and directors.
Item
9.01 Financial Statements and Exhibits
|
(d)
|
Exhibits
|
| |
|
|
No.
|
Description
|
| |
|
|
10.1
|
Services
Agreement dated as of December 1, 2007, between Xcorporeal, Inc.
and
Daniel Goldberger
|
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.
| |
|
|
| |
XCORPOREAL,
INC. |
|
|
|
| Date: January 25, 2008 |
By: |
/S/ ROBERT
WEINSTEIN |
| |
Robert
Weinstein |
| |
Chief Financial
Officer |