Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Boomerang Systems, Inc. | v195406_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
Date
of report (Date of earliest event reported):
|
August
24, 2010
|
BOOMERANG
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-10176
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22-2306487
|
||
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
355
Madison Avenue
Morristown,
NJ 07960
(Address
of Principal Executive Offices)
|
Registrant's
telephone number, including area code:
|
(973)
538-1194
|
(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:
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))
Explanatory
Note
This
Amendment No. 1 (this “Amendment”) to Current Report on Form 8-K amends the
Current Report on Form 8-K filed by Boomerang Systems, Inc. (the “Company”) on
August 24, 2010 to include biographical information regarding Mark R. Patterson,
the Company’s new Chief Executive Officer and member of the Company’s Board of
Directors as well as to describe the Company’s employment agreement
with Mr. Patterson.
|
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On August
24, 2010, the Company named Mark R. Patterson (“Mr. Patterson” or the
“Executive”) as its Chief Executive Officer and a member of its Board of
Directors. The Company’s founder, Stan Checketts, will continue to lead
product development and manufacturing as Chief Executive Officer of Boomerang
Sub Inc, which manages the Company’s U.S. operations.
Until
January 2009, Mr. Patterson was a Managing Director and the Head of Real Estate
Global Principal Investments at Merrill Lynch, where he oversaw the real estate
principal investing activities of Merrill Lynch. Mr. Patterson
joined Merrill Lynch in April 2005 as the Global Head of Real Estate Investment
Banking and in 2006 also became the Co-Head of Global Commercial Real Estate
which encompassed real estate investment banking, principal investing and
mortgage debt. Prior to joining Merrill Lynch, Mr. Patterson spent 16
years at Citigroup, where he was the Global Head of Real Estate Investment
Banking since 1996. During his career, Mr. Patterson has been involved in
a wide variety of financing and investing activities relating to virtually
all types of real estate in most major global property
markets. Since January 2009, Mr. Patterson has been working as a real
estate consultant.
In
connection with Mr. Patterson’s appointment as Chief Executive Officer, he
entered into an employment contract (the “Agreement”) with the
Company. The Agreement is effective as of August 21, 2010, has an
initial term that ends on September 30, 2012, and automatically renews for two
year periods thereafter, unless earlier terminated in accordance with its
terms. Pursuant to the Agreement, he will receive an initial annual
base salary of $200,000 and will be eligible to receive a cash bonus for each
fiscal year after 2010 determined at the discretion of the Company’s Board of
Directors. In addition, the Company agreed to grant Mr. Patterson:
(i) 1,800,000 restricted shares of the Company’s common stock and 900,000
five-year warrants to purchase the Company’s common stock at an exercise price
of $0.25 per share upon execution of the Agreement, (ii) 1,400,000 restricted
shares of the Company’s common stock on each of February 1 and August 1, 2011
and February 1, 2012 (provided, in each case, that he remains employed by the
Company, unless otherwise provided in the Agreement), (iii) 1,200,000 restricted
shares of the Company’s common stock on August 1, 2012 (provided he remains
employed by the Company, unless otherwise provided by the Agreement),
(iv) 700,000 five-year warrants to purchase the Company’s common
stock at an exercise price of $0.25 per share on each of February 1 and August
1, 2011 and February 1, 2012 (provided, in each case, that he remains employed
by the Company, unless otherwise provided by the Agreement), and (v)
600,000 five-year warrants to purchase the Company’s common stock at
an exercise price of $0.25 per share on August 1, 2012 (provided he remains
employed by the Company, unless otherwise provided by the
Agreement).
The
Company has agreed to pay any federal and state income taxes incurred by Mr.
Patterson in connection with the grants of restricted shares of common stock and
warrants pursuant to the Agreement when due. The Agreement also
provides that Mr. Patterson will purchase 1,000,000 restricted shares of common
stock from the Company at a price of $0.25 per share within 20 days of his
employment as Chief Executive Officer. In connection with the
purchase, Mr. Patterson will also be granted five-year warrants to purchase up
to 1,000,000 restricted shares of the Company’s common stock at an exercise
price of $0.25 per share. The Agreement also provides Mr. Patterson
with preemptive rights that give him the right, but not the obligation, to
maintain his then pro rata share of the Company’s issued and outstanding shares
and warrants by purchasing additional shares and warrants each time the Company
offers shares and or warrants for sale.
The
Agreement provides that either party can terminate on 10 days written notice, in
which case the Executive will receive his salary until the date of the original
notice. In the event the Executive terminates under this provision,
or if the Executive is terminated for “Cause” as defined in the Agreement,
Executive will forfeit any rights to receive restricted shares or an incentive
bonus not granted as of the date of termination. If (a) the Company
terminates the Executive without Cause, (b) the Executive resigns for “Good
Reason”, as defined in the Agreement, or (c) the Agreement is terminated due to
death or disability, Executive will receive (i) his base salary until the date
of termination, (ii) a lump sum payment equal to the amount that he would have
received in salary through the then current two-year term together with any
unpaid bonus for the then prior year, (iii) a bonus for the then current year
equal to the greater of his prior year’s bonus or his then current annual
salary, and (iv) the immediate grant of any restricted shares or warrants still
due under the Agreement.
The description of the Agreement is
qualified in its entirety by reference to the actual Agreement, a copy of which
is annexed hereto as Exhibit 10.1, and is incorporated herein by
reference.
There are
no arrangements or understandings between Mr. Patterson and any other
person pursuant to which he was appointed as a director of the Company and
Mr. Patterson is not party to any transactions with the Company that
require disclosure pursuant to Item 404(a) of
Regulation S-K. Mr. Patterson will not receive any
compensation in connection with his services as a director.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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10.1
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Employment
Agreement between Mark R. Patterson and Boomerang Systems,
Inc.
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SIGNATURE
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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Boomerang
Systems, Inc.
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(Registrant)
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||||
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Date:
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August
26, 2010
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By:
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/s/
Joseph R. Bellantoni
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Joseph
R. Bellantoni
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Chief
Financial Officer
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