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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 22, 2005
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Puradyn Filter Technologies Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-29192 14-1708544
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(Commission File Number) (IRS Employer Identification No.)
2017 High Ridge Road, Boynton Beach, Florida 33426
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(Address of Principal Executive Offices) (Zip Code)
(561) 547-9499
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(Registrant's Telephone Number, Including Area Code)
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(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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry Into A Material Definitive Agreement
On December 22, 2005, the Company's Board of Directors approved the
acceleration of vesting rights with respect to options issued to employees,
officers and directors to purchase 197,000 shares of common stock of the
Company. Of the options vested, options to purchase approximately 143,000 shares
were held by the Company's executive officers and directors. No other changes
were made with respect to the option grants.
The vesting of such options will eliminate future compensation expense
of approximately $227,000, that the Company would otherwise recognize in its
income statement with respect to these options upon the adoption of Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123
(Revised 2004), Share-Based Payment ("SFAS 123R"). SFAS requires that
compensation expense associated with stock options be recognized in the income
statement, rather than as footnote disclosure in the Company's consolidated
financial statements, effective for the first fiscal year that begins after
December 15, 2005.
PURADYN FILTER TECHNOLOGIES INCORPORATED
By: /s/ RICHARD C. FORD
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Richard C. Ford, Chief Executive Officer
DATED: December 23, 2005
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