- Current report filing (8-K)
May 11 2009 - 3:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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 7,
2009
AXSYS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-16182
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11-1962029
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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175 Capital Boulevard, Suite 103, Rocky
Hill, Connecticut
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06067
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(860)
257-0200
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.):
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 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2009, Axsys Technologies, Inc.,
a Delaware corporation (the
Company
), and Stephen W. Bershad, the Companys
Chairman of the Board of Directors and Chief Executive Officer, entered into an
Amended and Restated Employment Agreement (the
Amended Agreement
), which Amended
Agreement replaced and superseded in its entirety the Amended and Restated
Employment Agreement, dated as of December 22, 2008, by and between Mr. Bershad
and the Company (the
Original
Employment Agreement
) and the Amended and Restated Severance
Protection Agreement, dated as of December 22, 2008, by and between Mr. Bershad
and the Company (the
SPA
). The Amended Agreement was prepared in part to
combine the terms of the Original Employment Agreement and SPA into a single
agreement.
Except as described below, the Amended Agreement
maintains the material terms of the Original Employment Agreement and the
SPA. The Amended Agreement changes the
terms of the Original Employment Agreement and SPA as follows:
·
the Amended Agreement retains the provision
in the SPA providing for a gross-up payment to Mr. Bershad with respect to
any golden parachute excise tax under Internal Revenue Code Section 4999
imposed on payments or benefits provided to Mr. Bershad and eliminates a
potentially conflicting provision from the Original Employment Agreement that
would have reduced Mr. Bershads payments and benefits if he received
severance payments under the Original Employment Agreement;
·
the Amended Agreement retains the one year
non-competition period provided for under the SPA and eliminates the two year
non-competition period under the Original Employment Agreement;
·
the Amended Agreement revises the definition
of the Companys business for the purpose of the non-competition covenants to
include the design and development of high-performance surveillance cameras,
imaging systems or related motion control technologies and excludes any Board
approved investment that Mr. Bershad has in other companies from the
non-competition prohibition;
·
the Amended Agreement clarifies that the
accrued compensation Mr. Bershad is entitled to receive upon a termination
of employment includes any unpaid bonus earned with respect to the fiscal year
prior to the year of termination;
·
the Amended Agreement provides, with respect
to the annual incentive bonus earned in the year in which the change in control
occurs, that if Mr. Bershads employment is not terminated prior to the
last day of the fiscal year in which the change in control occurs, Mr. Bershad
will receive the greater of
(1) the
bonus he would have gotten for the full year based on actual achievement of the
performance goals or (2) the bonus he would have gotten for the full year
based on the Companys monthly annual forecast produced immediately prior the
change in control and prorated based on the number of days in the fiscal year
preceding the change in control; and
2
·
the Amended Agreement provides that if, prior
to the last day of the fiscal year in which the change in control occurs, Mr. Bershads
employment is terminated by the Company other than for cause, upon death, or by
Mr. Bershad for good reason or for any reason during a specified period, Mr. Bershad
will receive a payment for his annual incentive bonus equal to the greater of
(1) the bonus he would have gotten for the full year based on the
Companys monthly annual forecast produced immediately prior to his termination
date and prorated based on the numbers of days in the fiscal year preceding his
termination date or (2) the bonus he would have gotten for the full year
based on the Companys monthly annual forecast produced immediately prior the
change in control and prorated based on the number of days in the fiscal year
preceding the change in control.
The summary of the Amended Agreement described above
is qualified in its entirety by reference to the Amended Agreement, which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
On May 7, 2009, the Company and David A.
Almeida agreed to amend the Amended and Restated Severance Protection
Agreement, dated as of December 22, 2008 (the
Almeida SPA
), by and
between the Company and Mr. Almeida pursuant to Amendment No. 1 to
the Conner SPA. Also, on May 7,
2009 the Company and Scott B. Conner agreed to amend the Amended and Restated
Severance Protection Agreement, dated as of December 22, 2008 (the
Conner SPA
) by and
between the Company and Mr. Conner pursuant to Amendment No. 1 to the
Conner SPA (together with Amendment No. 1 to the Almeida SPA, the
SPA Amendments
).
The SPA Amendments change the terms of the Almeida
SPA and Conner SPA as follows:
·
the SPA Amendments clarify that the accrued
compensation Mr. Almeida and Mr. Conner are entitled to receive upon a
termination of employment includes any unpaid bonus earned with respect to the
fiscal year prior to the year of termination;
·
the SPA Amendments provide, with respect to
the annual incentive bonus earned in the year in which the change in control
occurs, that if Mr. Almeidas or Mr. Conners employment is not
terminated prior to the last day of the fiscal year in which the change in
control occurs, Mr. Almeida or Mr. Conner (as applicable) will
receive the greater of
(1) the bonus he
would have gotten for the full year based on actual achievement of the
performance goals or (2) the bonus he would have gotten for the full year
based on the Companys monthly annual forecast produced immediately prior the
change in control and prorated based on the number of days in the fiscal year
preceding the change in control; and
·
the SPA Amendments provide that if, prior to
the last day of the fiscal year in which the change in control occurs, Mr. Almeidas
or Mr. Conners employment is terminated by the Company other than for
cause, upon death, or by Mr. Almeida or Mr. Conner for good reason or
for any reason during a specified period, Mr. Almeida or Mr. Conner
(as applicable) will receive a payment for his annual incentive bonus equal to
the greater of
(1) the bonus he
would have gotten for the full year based on
3
the Companys
monthly annual forecast produced immediately prior to his termination date and
prorated based on the numbers of days in the fiscal year preceding his
termination date or (2) the bonus he would have gotten for the full year
based on the Companys monthly annual forecast produced immediately prior the
change in control and prorated based on the number of days in the fiscal year
preceding the change in control.
The summary of the SPA Amendments described above is
qualified in its entirety by reference to the SPA Amendments, which are filed
herewith as Exhibits 10.2 and 10.3 and incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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10.1
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Amended
and Restated Employment Agreement, dated as of May 7, 2009, by and
between Axsys Technologies, Inc. and Stephen W. Bershad
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10.2
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Amendment
No. 1 to Amended and Restated Severance Protection Agreement, dated as
of May 7, 2009, by and between Axsys Technologies, Inc. and David
A. Almeida
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10.3
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Amendment
No. 1 to Amended and Restated Severance Protection Agreement, dated as
of May 7, 2009, by and between Axsys Technologies, Inc. and Scott
B. Conner
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4
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.
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AXSYS TECHNOLOGIES, INC.
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By:
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/s/
David A. Almeida
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Name:
David A. Almeida
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Title: Chief Financial Officer
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Date:
May 11, 2009
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5
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Amended
and Restated Employment Agreement, dated as of May 7, 2009, by and
between Axsys Technologies, Inc. and Stephen W. Bershad
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10.2
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Amendment
No. 1 to Amended and Restated Severance Protection Agreement, dated as
of May 7, 2009, by and between Axsys Technologies, Inc. and David
A. Almeida
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10.3
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Amendment
No. 1 to Amended and Restated Severance Protection Agreement, dated as
of May 7, 2009, by and between Axsys Technologies, Inc. and Scott
B. Conner
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