Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT BETWEEN WINDTAMER CORPORATION AND WILLIAM SCHMITZ, DATED AS OF NOVEMBER 15, 2009 - Arista Power, Inc. | f8k111309bex10i_windtamer.htm |
| EX-99.1 - PRESS RELEASE ISSUED NOVEMBER 16, 2009 - Arista Power, Inc. | f8k111309bex99i_windtamer.htm |
| EX-10.2 - STOCK OPTION AGREEMENT BETWEEN WINDTAMER CORPORATION AND WILLIAM SCHMITZ, DATED AS OF NOVEMBER 15, 2009 - Arista Power, Inc. | f8k111309bex10ii_windtamer.htm |
| EX-10.3 - SUBSCRIPTION AGREEMENT BETWEEN WINDTAMER CORPORATION AND WILLIAM SCHMITZ, DATED NOVEMBER 14, 2009 - Arista Power, Inc. | f8k111309bex10iii_windtamer.htm |
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 13,
2009
WINDTAMER CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
New York
(State or
Other Jurisdiction of Incorporation)
|
000-53510
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16-1610794
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
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6053 Ely Avenue, Livonia, New
York
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14487
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|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(585) 346-6442
(Registrant’s
Telephone Number, Including Area Code)
(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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry into a Material
Definitive Agreement
The information set forth in Item 5.02(c) with respect to the Subscription Agreement between WindTamer Corporation and William Schmitz is incorporated herein by reference.
Item
3.02 Unregistered Sales of
Equity Securities
On November 13, 2009,
WindTamer Corporation (the “Company”) issued 200,000 shares of common stock each
to directors Eugene Henn, George Naselaris and Anthony Romano, at the exercise
price of $0.05 per share, for total proceeds of $30,000 upon the exercise of
options granted under the Company’s 2008 Equity Incentive Plan in October and
November 2008, before the Company became subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. The transactions are exempt from registration under Rule 701
of the Securities Act of 1933, as amended (the “Securities Act”).
On November 14, 2009, William A.
Schmitz acquired from the Company, 125,000 shares of the Company's common stock
for a total of $75,000 in a private placement. The transaction was
exempt from registration under Section 4(2) of the Securities
Act. The shares were issued in a transaction not involving a public
offering. Mr. Schmitz is an accredited investor as defined under the
Securities Act, was knowledgeable about the Company’s operations and financial
condition and had access to such information. The transactions did not involve
any form of general solicitation. The shares issued are restricted
from resale and were acquired for investment purposes only.
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On
November 13, 2009, the Board of Directors of the Company appointed William A.
Schmitz as President of the Company, effective November 15, 2009. Mr.
Schmitz has also been named a Director of the Company. Mr. Schmitz, age 47, will
report to the Company's founder, Chairman of the Board and Chief Executive
Officer Gerald E. Brock.
In connection with this appointment,
the Company entered into an Employment Agreement with Mr. Schmitz dated November
15, 2009 (the “Employment Agreement”), and a Stock Option Agreement dated
November 15, 2009 (the "Stock Option Agreement"). Copies of the Employment
Agreement and the Stock Option Agreement are filed herewith as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
The
Employment Agreement provides for an initial three year employment term, which
term automatically renews for successive one year terms unless terminated by Mr.
Schmitz or the Company at least sixty days prior to the end of the term or any
subsequent renewal term. Mr. Schmitz’s base compensation will be
$225,000 during the first year of the term, and $250,000 per year thereafter. He
is eligible for a bonus of $25,000 contingent upon the Company recording an
aggregate of $2.5 million of (i) revenue and (2) state and federal government
grants prior to December 31, 2010. In addition, he shall be eligible for a
further bonus at the discretion of the compensation committee of the Company.
Under the terms of the Employment Agreement and Stock Option Agreement, Mr.
Schmitz was also granted stock options to purchase 1,500,000 shares of the
Company's common stock under the Company's 2008 Equity Incentive Plan, which
shall vest on the anniversary of his start date in increments of 250,000 for the
first two years of his employment, with the remainder to vest on the third
anniversary of his start date, at an exercise price set at the last trading
price of the Company's common stock on the OTCBB on the first day of
trading. Trading is expected to begin on November 16,
2009.
Mr.
Schmitz is subject to non-competition covenant during the term of his employment
and for a period of one (1) year thereafter. Upon termination of Mr.
Schmitz’s employment for any reason, he is entitled to receive all unpaid
salary, earned bonuses, vacation and other accrued benefits through the date of
termination. If Mr. Schmitz’s employment is terminated without
“Good
Cause,” as defined in the Employment Agreement, he is also entitled to severance
payments in an amount equal to the annual salary at the rate in effect as of the
date of termination for the remainder of the term but not less than two times
his annual salary, and payment of health insurance premiums for himself and his
family for twelve months immediately after termination.
The
Employment Agreement also provides that on April 15, 2010, unless the Board of
Directors unanimously votes otherwise prior to such date, Mr. Schmitz shall be
named Chief Executive Officer to replace Mr. Brock.
The above
description is a summary only and is qualified in its entirety by reference to
Exhibits 10.1 and 10.2 filed herewith.
On
November 14, 2009, Mr. Schmitz acquired from the Company 125,000 shares of the
Company's common stock for a total of $75,000 in a private placement transaction
exempt from registration under Section 4(2) of the Securities Act. A copy of the
Subscription Agreement between Mr. Schmitz and the Company is attached hereto as
Exhibit 10.3.
There is
no arrangement or understanding between Mr. Schmitz and any other person,
pursuant to which Mr. Schmitz is to be selected as an officer of the
Company that would require disclosure under Item 401(b) of Regulation S-K.
Additionally, there is no family relationship between Mr. Schmitz and any
other person that would require disclosure under Item 401(d) of Regulation
S-K. Except as described above, Mr. Schmitz is not a party to any
transactions that would require disclosure under Item 404(a) of Regulation
S-K.
Mr. Schmitz had been previously
employed as Chief Operating Officer of Ultralife Corp. (formerly known as
Ultralife Batteries Inc.) since 2002. Mr. Schmitz joined Ultralife Corp. in
December 1999 and served as its Vice President of Manufacturing. He served as
Vice President and General Manager of Primary Batteries since 2000. He served as
Chief Operating Officer of Primary Batteries since November 2001. Before this,
Mr. Schmitz served for Bausch & Lomb from 1985 to 1999 in several positions,
most recently as Director of New Product Development in the Eyewear Division
from 1995 to 1999. Mr. Schmitz has an M.S. in Operations Management from the
University of Rochester and a B.S. in Mechanical Engineering from the Rochester
Institute of Technology.
A copy of
the press release announcing the appointment of Mr. Schmitz to the Company's
Board of Directors, and his appointment as President of the Company is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference.
(d) On
November 13, 2009, the Board of Directors elected Mr. Schmitz as a Director of
the Company effective November 15, 2009. In connection with the election,
the Board increased its number of members from 4 to 5.
There is
no arrangement or understanding between Mr. Schmitz and any other person,
pursuant to which Mr. Schmitz is to be selected as a director of the
Company that would require disclosure under Item 401(b) of Regulation S-K.
Mr. Schmitz is not expected to be named to any committee of the board of
directors. Except as described in Item 5.02(c), Mr. Schmitz is not a party
to any transactions that would require disclosure under Item 404(a) of
Regulation S-K.
With the
exception of the Employment Agreement and the Stock Option Agreement described
above, there is no material plan, contract or arrangement to which Mr. Schmitz
is a party, or in which he participates, nor has there been any material
amendment to any plan, contract or arrangement, by virtue of his appointment as
President and his election as Director.
Item
9.01
(d) Exhibits
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Exhibit Number
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Description
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10.1
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Employment
Agreement between WindTamer Corporation and William Schmitz, dated as of
November 15, 2009.
|
|
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10.2
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Stock
Option Agreement between WindTamer Corporation and William Schmitz, dated
as of November 15, 2009.
|
|
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10.3
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Subscription
Agreement between WindTamer Corporation and William Schmitz, dated
November 14, 2009.
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99.1
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Press
Release issued November 16, 2009.
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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.
| WINDTAMER CORPORATION | |||
|
Date:
November 16, 2009
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By:
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/s/ Gerald E. Brock | |
| Name: Gerald E. Brock | |||
| Title: Chief Executive Officer | |||
EXHIBIT
INDEX
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Exhibit Number
|
Description
|
|
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10.1
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Employment
Agreement between WindTamer Corporation and William Schmitz, dated as of
November 15, 2009.
|
|
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10.2
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Stock
Option Agreement between WindTamer Corporation and William Schmitz, dated
as of November 15, 2009.
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10.3
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Subscription
Agreement between WindTamer Corporation and William Schmitz, dated
November 14, 2009.
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99.1
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Press
Release issued November 16, 2009.
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