Item 1.01 Entry into a Material Definitive Agreement
The information provided in Item 5.02 concerning the entry into a material
definitive agreement is incorporated by reference in this Item 1.01.
Item 2.02 Results of Operations and Financial Condition.
On May 14, 2014, we issued a press release announcing the appointment of Mr.
Baker and the details of our earnings conference call, to be held on Thursday
May 15, 2014 at 5:30 PM EST.
The press release is furnished with this Current Report on Form 8-K as Exhibit
99.1. The information furnished under this Item 2.02 and Item 9.01 of this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any registration statement or other
filing under the Securities Act of 1933, as amended, regardless of any general
incorporation by reference language in such filing, except as shall be expressly
set forth by specific reference in any such filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On May 12, 2014, the board of directors appointed Mr. Douglas Baker to act as
our Chief Financial Officer. Mr. Baker will assume his duties as our new Chief
Financial Officer on May 19, 2014.
Mr. Baker brings with him over 23 years of public company experience. He served
as CFO and director of Applied Nanotech Holdings, Inc., a public company, from
1996 to 2014, and as CEO of the same company from 2009 to 2014. Mr. Baker has
agreed to act as a consultant to Nanotech for a period of up to one year on an
as needed basis.
Mr. Baker holds a Bachelors and Masters of Business Administration from the
University of Michigan, has been a Certified Public Accountant since 1980, is a
member of the Institute of Certified Public Accountants, member of the Michigan
Association of Certified Public Accountants and has served on the Board of
Directors of Total Health Care, Inc., a nonprofit health maintenance
organization since 1987.
There are no family relationships between Mr. Baker and any of our directors or
Aside from the following, Mr. Baker has not had any material direct or indirect
interest in any of our transactions or proposed transactions over the last two
On May 12, 2014, we entered into an employment agreement with Mr. Baker. Under
the agreement, we agreed to compensate Mr. Baker$125,000 annually and we
granted him options to purchase 100,000 shares of our common stock, with 50%
vesting after one year and 50% vesting after two years of hire. Mr. Baker is
also eligible for additional quarterly and annual bonus compensation, stock
options, and stock grants based on performance metrics outlined by our board of
directors. He is entitled to vacation and sick days, and other benefits included
in the agreement.
A copy of the employment agreement is attached hereto as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description of the employment
agreement is qualified in its entirety by reference to the full text thereto.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated May 12, 2014
99.1 Press release, dated May 14, 2014