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): March 6, 2006
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: (682) 605-1000
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 6, 2006, the board of directors of Advanced Materials Group,
Inc., a Nevada corporation (the "Company"), elected John Sawyer to fill the last
remaining vacancy on the Company's board of directors.
Mr. Sawyer 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. Sawyer 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. Sawyer
to any of the committees of the Company's board of directors.
Other than the normal director compensation program of the Company to
which all non-employee directors are entitled, Mr. Sawyer is not a party to any
arrangement or understanding with the Company, or any officer or other director
of the Company.
Mr. Sawyer is Chairman and President of Penhall Company. He joined
Penhall Company in 1978 as the Estimating Manager of the Anaheim Division. In
1980, Mr. Sawyer was appointed Manager of Penhall's National Contracting
Division, and in 1984, he assumed the position of Vice President and became
responsible for managing all construction services divisions. Mr. Sawyer has
been President of Penhall since 1989, and Chairman since 1998. Mr. Sawyer is
also a director and member of the audit committee for H&E Equipment Services,
Inc.
2
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: March 8, 2006 ADVANCED MATERIALS GROUP, INC.
By: /s/ WILLIAM G. MORTENSEN
-------------------------------------
William G. Mortensen
President and Chief Financial Officer
3