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 17, 2005
ADVANCED MATERIALS GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-16401 33-0215295
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3303 LEE PARKWAY, SUITE 105, DALLAS, TEXAS 75219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 432-0602
NOT APPLICABLE.
(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 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 17, 2005, the board of directors of Advanced Materials
Group, Inc., a Nevada corporation (the "Company"), elected Ricardo G. Brutocao
to fill a vacancy on the Company's board of directors.
Mr. Brutocao would normally be entitled to an option to purchase 20,000
shares of the Company's common stock upon appointment to the board of directors,
but the Company and Mr. Brutocao have agreed to defer that option grant until
the Company has filed all of its periodic reports, at which point the options
will be granted with an exercise price of the fair market value of the shares on
the date of grant, and otherwise in accordance with the Company's previously
disclosed director compensation policy.
The board of directors does not currently intend to appoint Mr.
Brutocao to any of the committees of the Company's board of directors.
Mr. Brutocao has been providing consulting services to the Company
since August 2005, for a consulting fee of $8,333 per month. In addition, as
previously announced in a Form 8-K filed on August 30, 2005, effective August
22, 2005, the Company granted a non-qualified stock option to Mr. Brutocao to
purchase up to 100,000 shares of the Company's common stock for $0.20 per share.
20% of the option vested immediately upon grant, and the remaining 80% vests in
four 20% increments on each anniversary date of the grant. If Mr. Brutocao
ceases, for any reason, to provide consulting services to the Company, vesting
ceases and the option expires 90 days thereafter. The Company currently intends
to continue this consulting arrangement with Mr. Brutocao. The arrangement is
terminable by either party upon notice to the other without penalty or any
additional payments (other than accrued and unpaid consulting fees) being due.
Other than the consulting arrangement and option grant described
herein, and the normal director compensation program of the Company to which all
non-employee directors are entitled, Mr. Brutocao is not a party to any
arrangement or understanding with the Company, or any officer or other director
of the Company.
Mr. Brutocao has served since 2001 as the President of Centergistic
Solutions, Inc., a maker of performance management software. From 2000 to 2001,
Mr. Brutocao was the interim Chief Executive Officer of ZLand, Inc., a software
company.
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SIGNATURE
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: November 22, 2005 ADVANCED MATERIALS GROUP, INC.
By: /s/ WILLIAM G. MORTENSEN
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William G. Mortensen
President and Chief Financial Officer
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