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)   May 12, 2005

 

Spherix Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-5576

 

52-0849320

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

12051 Indian Creek Court, Beltsville, Maryland

 

20705

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code   301-419-3900

 

 

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

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))

 

 


 

Section 1 – Registrant’s Business and Operations.

 

Item 1.01.                                              Entry into a Material Definitive Agreement.

 

On May 12, 2005, the Board of Directors of Registrant adopted the Spherix Incorporated Incentive Compensation Plan (the “Incentive Plan”).  The Incentive Plan provides that on an annual basis, the Board of Directors shall approve performance goals for the Registrant’s CEO and certain key managers of the Registrant and any subsidiaries.  Each participant shall be entitled to an annual cash bonus based upon the participant’s achievement of his or her performance goals.  The bonus is calculated as a percentage of each participant’s annual base salary.

 

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On May 12, 2005, the stockholders of Registrant approved the Amended and Restated 1997 Stock Option Plan (the “Stock Plan”).  The Stock Plan is described in detail in the Proxy Statement for the May 12, 2005 Annual Stockholders Meeting.

 

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.

 

 

Spherix Incorporated

 

 

(Registrant)

 

 

 

By:

 

 

 

/s/ Richard C. Levin

 

 

Richard C. Levin

 

CEO and President

 

 

 

Date:  May 13, 2005

 

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