Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - BREEZE-EASTERN CORP | y81431exv99w1.htm |
EX-10.36 - EX-10.36 - BREEZE-EASTERN CORP | y81431exv10w36.htm |
EX-10.38 - EX-10.38 - BREEZE-EASTERN CORP | y81431exv10w38.htm |
EX-10.37 - EX-10.37 - BREEZE-EASTERN CORP | y81431exv10w37.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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported) January 4, 2010
Breeze-Eastern Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-7872 | 95-4062211 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
Of Incorporation) | File Number) | Identification No.) |
700 Liberty Avenue, Union, New Jersey | 07083 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants
telephone number, including area code (908) 688-2440
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:
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
As previously announced by the Company on December 21, 2009, Robert L. G. White, President, Chief
Executive Officer and a Director, has retired from his positions with the Company effective January
4, 2010. Mr. White, 68, joined the Company in 1994.
Michael Harlan, 53, has been appointed by the Board of Directors to succeed Mr. White as President
and Chief Executive Officer effective January 4, 2010. Mr. Harlan has served as Executive Vice
President and Chief Operating Officer since joining the company in August, 2009. The Board of
Directors also elected Mr. Harlan as a Director effective January 4, 2010, filling the vacancy
created by the retirement of Mr. White.
Prior to joining the Company, Mr. Harlan served as Chief Executive Officer of Nomad Innovations,
LLC, a business developing turnkey wireless broadband systems. In addition, Mr. Harlan was
formerly President and Chief Operating Officer of Conforma Clad, Inc., a manufacturer of high
performance industrial wear protection. Mr. Harlan was also previously employed by AlliedSignal
Inc., and McKinsey & Company, Inc.
In connection with the appointment, the Company entered into an employment letter agreement with
Mr. Harlan effective August 17, 2009. The agreement provides for an annual base salary of $300,000
for Mr. Harlans position as President and Chief Executive Officer, which will be reviewed annually
by the board of directors, and for a minimum bonus of $78,000 for the Companys current fiscal year
ending March 31, 2010. The agreement provides that 15% of the bonus will be paid in common stock of
the Company. Mr. Harlan has received an option to purchase 100,000 shares of the Companys common
stock at the closing price on the date immediately preceding the effective date of his employment
agreement, with one-third of the option grant becoming exercisable on each of the first, second and
third anniversaries of his employment agreement; the term of the option is 10 years, subject to
earlier termination in the event of certain conditions. Mr. Harlan will be eligible to participate
in the Companys incentive and benefit plans under the same terms and conditions applicable to
other executives of the Company.
If Mr. Harlans employment is terminated by the Company without cause at any time within the first
two years of employment, he will be entitled to receive severance pay equal to one years base
salary, exclusive of bonuses, and the continuation of employee benefits for a period of one year.
In the event of a change in control and termination or resignation for good reason in connection
therewith within 24 months of the change in control, Mr. Harlan will be entitled to receive a cash
payment equal to two years base salary and the average of any bonuses for two years. In addition,
the vesting of all stock options and restricted shares granted would accelerate upon a change in
control.
Copies of Mr. Harlans employment letter agreement and stock option agreement are attached hereto
as Exhibit 10.36 and Exhibit 10.37, respectively.
2
On January 6, 2010, the Company announced that Mr. Joseph Spanier, Executive Vice President, Chief
Financial Officer and Treasurer had retired from his positions with the Company effective January
6, 2010. Mr. Spanier, age 63, had served as Chief Financial Officer since 1996.
The Board of Directors has named Mr. Mark D. Mishler, 51, to succeed Mr. Spanier as Senior Vice
President, Chief Financial Officer and Treasurer effective January 6, 2010.
Mr. Mishler most recently served as Chief Financial Officer of Vital Signs, Inc., a $400 million,
NASDAQ-listed manufacturer of medical devices that was acquired by General Electric in 2008. From
2005 to 2007, Mr. Mishler was the Corporate Controller and CIO at Fedders Corporation. Prior to
2005, Mr. Mishler was Corporate Controller and CIO of Amcast Industrial Corporation. He is a
Certified Public Accountant and Certified Management Accountant. A graduate of Indiana University,
he earned his MBA from the University of Michigan.
In connection with the appointment, the Company entered into an employment letter agreement with
Mr. Mishler effective January 6, 2010. The agreement provides for an annual base salary of
$230,000, which will be reviewed annually by the board of directors, and for a one-time cash
signing bonus of $40,000, paid in four equal installments of $10,000 each. Mr. Mishler will
participate in the Companys Annual Incentive Compensation Plan with a target award of 40% of his
base salary for the Companys current fiscal year ending March 31, 2010. The agreement provides
that 15% of the bonus will be paid in common stock of the Company. Mr. Mishler will also receive
an option to purchase 14,000 shares of the Companys common stock at the closing price on the date
immediately preceding the effective date of his employment agreement, with one-third of the option
grant becoming exercisable on each of the first, second and third anniversaries of his employment
agreement; the term of the option is 10 years, subject to earlier termination in the event of
certain conditions. Mr. Mishler will also receive an option to purchase 26,000 shares of the
Companys common stock effective April 1, 2010. Mr. Mishler will be eligible to participate in the
Companys incentive and benefit plans under the same terms and conditions applicable to other
executives of the Company.
If Mr. Mishlers employment is terminated by the Company without cause at any time after the first
90 days of employment, he will be entitled to receive severance pay equal to six months base
salary, exclusive of bonuses, and the continuation of employee benefits for the same period. In
the event of a change in control and termination or resignation for good reason in connection
therewith within 24 months of the change in control, Mr. Mishler will be entitled to receive a cash
payment equal to one years base salary and the average of any bonuses for the prior two years. In
addition, the vesting of all stock options and restricted shares granted would accelerate upon a
change in control.
A copy of Mr. Mishlers employment letter agreement is attached hereto as Exhibit 10.38.
Reference is made to the Companys press release, dated January 6, 2010 and attached hereto as
Exhibit 99.1 to this Form 8-K, the subject of which is the appointment of Mr. Mishler as Senior
Vice President, Chief Financial Officer and Treasurer of the Company and the retirement of Mr.
Joseph Spanier as Executive Vice President, Chief Financial Officer and Treasurer of the Company.
3
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information. None
(c) Shell Company Transactions. Not applicable.
(d) Exhibits
Exhibit | Description | |
10.36
|
Letter Agreement between Mr. Harlan and the Company dated July 24, 2009. | |
10.37
|
Stock Option Agreement between Mr. Harlan and the Company dated August 17, 2009. | |
10.38
|
Letter Agreement between Mr. Mishler and the Company dated December 10, 2009. | |
99.1
|
Press Release of the Company dated January 6, 2010. |
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.
BREEZE-EASTERN CORPORATION |
||||
By: | /s/ Gerald C. Harvey | |||
Gerald G. Harvey, Executive Vice President, | ||||
General Counsel and Secretary | ||||
Date: January 7, 2010
4