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EX-99.1 - EX-99.1 - GTSI CORP | c23561exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. __)
(Amendment No. __)
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): September 30, 2011
GTSI Corp.
(Exact name of registrant as specified in its charter)
Delaware | 1-34871 | 54-1248422 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2553 Dulles View Drive, #100 Herndon, Virginia |
20171-5219 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 502-2000
(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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 18, 2011, GTSI Corp. (the Company or GTSI) entered into an Employment Agreement
(the Agreement), effective as of October 7, 2011, with Jeremy Wensinger, GTSIs Chief Operating
Officer (COO) pursuant to which Mr. Wensinger will be employed by GTSI as COO until such
employment is terminated pursuant to the Agreement. The Company filed a current report on Form 8-K
on October 3, 2011 to disclose Mr. Wensingers appointment as COO. However, at that time, the
Company and Mr. Wensinger had not yet agreed upon the material terms of Mr. Wensingers appointment
as COO. Accordingly, the purpose of this amendment to the Form 8-K is to disclose the material
terms of the Agreement.
For the past three years, Mr. Wensinger has served as President of Cobham Defense Electronic
Systems Division (Cobham) headquartered in Washington, DC. Prior to that, he served as Group
President, Government Communication Systems for the Harris Corporation (Harris). Neither Cobham
nor Harris is a parent, subsidiary or other affiliate of GTSI. Mr. Wensinger is 48 years old and
holds a BS in business administration from Bowling Green State University and an MBA from the
University of South Florida.
The Agreement provides that Mr. Wensinger will receive (a) a base salary of $400,000 per
annum, with (b) a targeted incentive of up to $250,000 in the form of cash and/or restricted stock
(which would be pro-rated for 2011) subject to 100% attainment for specific performance goals
established by the Board. For 2012, the Company has guaranteed 50% of Mr. Wensinger incentive
opportunity (at 100% attainment), an amount equal to $125,000. Annual base salary and targeted
incentives will be reviewed annually by the Board. In addition, Mr. Wensinger has been granted
200,000 stock options under the Companys Stock Incentive Plan, in two separate lots of 100,000
stock options, with the grant date of the first lot on September 30, 2011 and the grant date of the
second lot on the first business day in 2012 (provided Mr. Wensinger is still an employee of the
Company on that date), each vesting in one-third equal increments on each of the first three
anniversaries of the grant date, subject to Mr. Wensinger continued employment as of the date of
vesting of the options. All of the options have an exercise period of up to 7 years and the first
lot has an exercise price of $4.59 per share, which was based on the $4.59 per share closing price
of GTSIs common stock on September 30, 2011. The exercise price of the second lot will be based
on the per share closing price of GTSIs common stock on the first business day in 2012.
If
a change of control of GTSI, as defined in the Agreement, occurs and
Mr. Wensingers employment is terminated by the Company without cause or by Mr. Wensinger for good reason, as
defined in the Agreement, Mr. Wensinger will be entitled to, among other benefits normally provided
to other GTSI executives, severance equal to 12 months of his annual base salary at the time of
termination, accelerated vesting of stock awards (whether restricted stock, stock options or other
awards), as well as other benefits that will have accrued as of the termination date. The
severance amounts would be paid during the 12 months following the termination date in
accordance with Companys standard payroll schedule.
If
the Company terminates Mr. Wensingers employment without cause, as defined in the
Agreement, he will be entitled to, among other benefits normally provided to other GTSI executives,
severance equal to 12 months of his annual base salary at the time of termination payable during
the first 12 months after the termination date in accordance with the Companys standard payroll
schedule.
The foregoing description of the Agreement is only a summary and is qualified in its entirety
by reference to the complete text of the Agreement, a copy of which is attached to this current
report as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
99.1 | Employment Agreement dated as of October 7, 2011 between Jeremy Wensinger and GTSI Corp. |
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 thereunto duly authorized.
GTSI Corp. |
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By: | /s/ Peter Whitfield | |||
Peter Whitfield | ||||
Chief Financial Officer | ||||
Date: October 21, 2011