On December 31, 2008 the Board of Directors of Tekni-Plex, Inc. (the “Company”) granted an aggregate of 157,500 options to purchase shares of Company common stock to executive officers of the Company. Each option was granted in accordance with, and subject to the terms and conditions of, both the Tekni-Plex, Inc. 2008 Stock Option Plan and the executive’s individual stock option agreement with the Company. Except for the number of options granted and the division of such options between the two exercise prices, the material terms of each option grant were the same. The following is the information required by Item 701(a) and (c) to (e) of Regulation S-K.

(a) Each option is 50% service-based and will vest and become exercisable as to 20% of such service-based portion of the option on each of December 31, 2009, 2010, 2011, 2012, and 2013, subject to the executive’s continued employment with the Company on each such vesting date.

Each option is 50% performance-based and will vest and become exercisable as to 20% of such performance-based portion with respect to each of the fiscal years ending on or around June 30, 2009, 2010, 2011, 2012, and 2013, subject to both the executive’s continued employment with the Company on each such vesting date and achievement by the Company of the applicable annual performance goal, which will be established annually by the Board of Directors after consultation with the executive. If any such performance goal is not achieved by the Company, the affected portion of the option may still vest at a later date if the Board of Directors determines that the Company has achieved the applicable cumulative performance goal through the end of a later fiscal year.

On a change in control of the Company, any unvested portion of each option will immediately become fully vested and exercisable. Each option expires ten years from the date of grant. The options do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

(c) Each option was granted in consideration for services provided to the Company. We received no cash for the issuance of the option.

(d) We relied on the exemption from registration provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933 for the issuance of the option. We did not engage in any public advertising or general solicitation in connection with this transaction, and limited the transaction to persons who are accredited investors and executive officers of the Company. In addition to representations by each executive, we have made independent determinations that each executive was an accredited or sophisticated investor, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. We provided each executive with disclosure of all aspects of our business, including our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information. We believe that each executive obtained all information regarding the Company he requested, received answers to all questions each investor and his advisors posed, and otherwise understood the risks of accepting our securities for investment purposes.

 

 

 

 

(e) The option is exercisable to purchase shares of Company common stock as described above.

(e) Executive Officer Option Grants

As described above, on December 31, 2008, certain executive officers of the Company were granted options to purchase shares of Company common stock in the amounts and at the exercise prices detailed below.

 

 

The information set forth in Item 3.02 is incorporated by reference into this Item 5.02.

 

Change of Principal Executive Office

On January 1, 2009, the Company changed its principal executive office to 1150 First Ave., Suite 501, King of Prussia, Pennsylvania 19406.

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: January 7, 2009