- Current report filing (8-K)
03 November 2009 - 10:03PM
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
):
November 2,
2009
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
33-46104-FW
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71-00659511
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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124 West Capitol Avenue, Suite 880, Little Rock,
Arkansas
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72201
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(Address of
principal executive offices)
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(Zip
Code)
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(501) 376-6477
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(Registrant’s
telephone number, including area
code)
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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;
Compensatory Arrangements of Certain Officers
On
November 2, 2009, Teodor Klowan, Jr. was appointed as our Executive
Vice President and Treasurer. It is anticipated that Mr. Klowan will
assume the responsibilities of Chief Financial Officer following the filing of
our Quarterly Report on Form 10-Q for the period ended September 30,
2009.
Mr.
Klowan has been a certified public accountant since 1991. From
November 2007 through February 2009 he was Chief Financial Officer of Nestor,
Inc., a publicly held automated speed and red light technology company, and from
May 2006 to November 2007 he was Vice President, Corporate Controller and Chief
Accounting Officer of Nestor, Inc. On June 3, 2009, a receiver was
appointed by the Rhode Island Superior Court for the business and assets of
Nestor, Inc. Mr. Klowan was Corporate Controller of MatrixOne,
Inc. in 2005 and Corporate Controller and Chief Accounting Officer at Helix
Technology Corporation from 1999 to 2004. He was Assistant Corporate Controller
of Waters Corporation from 1996 to 1999. Prior to 1996, Mr. Klowan worked in
management and staff positions at Banyan Systems, Inc. and Ernst & Young.
Mr. Klowan holds a Bachelor of Business Administration degree in accounting from
Bryant University and a Masters of Business Administration degree in
international business from Clark University.
On
November 2, 2009 we entered into an Executive Employment Agreement with Mr.
Klowan, pursuant to which we have agreed to pay him an annual base salary of
$175,000, with eligibility for performance bonuses, from time to time, in
accordance with incentive compensation arrangements to be established by the
Compensation Committee of our Board of Directors. Mr. Klowan’s
employment is terminable by either party upon 30 days’ written notice; provided
that we may terminate Mr. Klowan’s employment immediately for “Cause” (as such
term is defined in the Executive Employment Agreement) and Mr. Klowan may
terminate his employment immediately for “Good Reason” (as such term is defined
in the Executive Employment Agreement). If Mr. Klowan’s employment is
terminated for any reason other than (i) by us during a 90-day probationary
period ending January 31, 2010, (ii) by us for Cause or (iii) voluntarily by Mr.
Klowan without Good Reason, Mr. Klowan will be entitled to receive severance
payments of $14,583 per month for six months following the termination of his
employment, and we will keep in force for such six-month period all health
insurance benefits afforded to Mr. Klowan and his family at the time of
termination. Mr. Klowan’s Executive Employment Agreement contains
other conventional terms, including covenants relating to the confidentiality
and non-use of our proprietary information and a provision prohibiting Mr.
Klowan, for a period of one year following the termination of his employment,
from competing against us or soliciting our customers or
employees. Mr. Klowan’s Executive Employment Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and the
foregoing description is qualified in its entirety by reference to such
Exhibit.
On
November 2, 2009, we awarded Mr. Klowan a stock option under our 2008 Incentive
Stock Plan for the purchase of 2,500,000 shares of our Common Stock as an
exercise price of $0.32 per share (the closing price of our Common Stock in the
over-the-counter market on November 2, 2009), with a provision for net surrender
cashless exercise. The option has a term of ten years, subject
to Mr. Klowan’s continued employment with us, and vests with respect to the
first 625,000 shares on September 30, 2010 and thereafter in quarterly
installments of 156,250 shares each through September 30, 2013; provided,
however, that if prior or September 30, 2010, a “Change of Control” (as such
term is defined in Mr. Klowan’s Executive Employment Agreement) occurs, the
option will immediately vest with respect to 635,000 shares.
Item
9.01
Financial Statements
and Exhibits
Exhibit
No.
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Description
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10.1
*
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Executive
Employment Agreement dated November 2, 2009 by and between ThermoEnergy
Corporation and Teodor Klowan,
Jr.
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* May
be deemed a compensatory plan or arrangement
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.
Date:
November 3, 2009
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THERMOENERGY CORPORATION
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(Registrant)
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By:
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/s/ Dennis C. Cossey
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Name:
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Dennis
C. Cossey
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Title:
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Chairman
and Chief Executive
Officer
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ThermoEnergy (CE) (USOTC:TMEN)
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