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 13, 2007
Customer
Acquisition Network Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-141141
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01-0692341
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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401
E. Las Olas Blvd. Suite 1560
Fort
Lauderdale, Florida
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33301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 712-0000
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N/A
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(Former
name or former address, if changed since last
report)
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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
into a Material Definitive Agreement.
Stock
Incentive Plan
On
November 13, 2007, Customer Acquisition Network Holdings, Inc., (the
“Registrant”) adopted
the Customer Acquisition Network Holdings Inc., 2007 Incentive Stock and
Award
Plan (the “2007
Award Plan”), substantially
in the form attached hereto as Exhibit 10.1,
that
provides for the grant of up to 1,000,000 shares
of
common stock and/or options to purchase common stock to directors, employees
and
consultants and in
order to
provide a means whereby employees, officers, directors and consultants of
Registrant and its affiliates and others performing services to Registrant
may
be given an opportunity to purchase shares of the common stock of
Registrant.
The
2007
Award Plan shall be administered by a committee consisting of two or more
independent, non-employee and outside directors (the “Committee”). In the
absence of such a Committee, the Board of Directors of Registrant shall
administer the Plan.
The
material terms of each option granted pursuant to the 2007 Award Plan by
Registrant shall
contain the following terms: (i) that the purchase price of each share of
common
stock purchasable under an incentive option shall be determined by the Committee
at the time of grant, but shall not be less than 100% of the Fair Market
Value
(as defined in the 2007 Award Plan) of such share of common stock on the
date
the option is granted, (ii) the term of each option shall be fixed by the
Committee, but no option shall be exercisable more than ten years after the
date
such option is granted and (iii) in the absence of any option vesting periods
designated by the Committee at the time of grant, options shall vest and
become
exercisable as to one-third of the total number of shares subject to the
option
on each of the first, second and third anniversaries of the date of
grant.
ITEM
9.01 Financial
Statements and Exhibits.
10.1
2007
Incentive Stock and Award Plan
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC.
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 16, 2007
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Customer
Acquisition Network Holdings, Inc.
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By: |
/s/Bruce
Kreindel |
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Bruce
Kreindel |
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Chief
Financial Officer |