SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 7, 2012
FLUX POWER HOLDINGS, INC.
(Exact name of registrant as specified in
(State or Other Jurisdiction of
(Commission File Number)
2240 Auto Park Way, Escondido, California
(Address of Principal
(Registrant’s telephone number, including
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
¨ 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))
Item 1.01 Entry Into A Material Definitive Agreement.
The information in
Item 5.02(c) relating to terms and conditions of Mr. Ronald Dutt’s employment with Flux Power Inc., and Flux Power Holdings,
Inc. (collectively, the “Company”) is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information in Item 5.02 relating to
the termination of Mr. Steve Jackson is incorporated herein by reference.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On December 7, 2012, Mr. Steve Jackson was terminated
as an employee of the Company for cause, and as a result Mr. Jackson no longer serves as the Company’s Chief Financial Officer
and Chief Operations Officer. In connection with Mr. Jackson’s departure, he will not be entitled to any severance pay pursuant
to the terms of his employment agreement effective January 12, 2012 (“Employment Agreement”). In addition, Mr. Jackson
remains and will continue to be subject to certain provisions of the Employment Agreement relating to certain confidential information,
inventions and notification of new employer, which were agreed to survive the termination of Mr. Jackson’s employment and
the Employment Agreement. In addition, Mr. Jackson is also subject to the Company’s Non-Disclosure Agreement and Confidentiality
(c) Effective December 7, 2012, Mr. Ronald Dutt was appointed
as the Chief Financial Officer of the Company.
Mr. Dutt, age 65, has over 36 years
of diversified business and financial management experience. From 2008 to 2012, Mr. Dutt has provided management and
financial services to various companies as a consultant. In 2012 Mr. Dutt served as the interim Chief Operations Officer of
Famgro Farms, a hydroponics grower. In 2008, Mr. Dutt served as the interim Chief Financial Officer of Aptera Motors, Inc., a
Delaware company engaged in the business of manufacturing electric cars. In 2007, Mr. Dutt served as the Executive Vice
President, Chief Financial Officer and Treasurer of Directed Electronics, Inc., a Florida corporation engaged in the
electronics business (“Directed Electronics”). In 2006, Mr. Dutt served as the Executive Vice President of
Finance, Operations, and Legal of Directed Electronics. Prior to joining Directed Electronics, Mr. Dutt served as Executive
Vice President and Chief Financial Officer of SOLA International, Inc., a wholly owned subsidiary of Carl Zeiss TopCo GmbH
and a designer and manufacturer of eyeglass lenses, from September 2003 to May 2005. From May 2001 to September 2002, Mr.
Dutt served as Senior Vice President and Chief Financial Officer of DHL Americas, a subsidiary of DHL Worldwide. Prior to
that, Mr. Dutt served as Senior Vice President of Financial Planning & Analysis for Visa International, and also served
in various roles of increasing responsibility over a 20-year career at the Ford Motor Company. Mr. Dutt holds a Bachelors of
Science from the University of North Carolina and a Masters of Business Administration from the University of Washington.
Pursuant to Mr. Dutt’s employment
agreement effective December 7, 2012 (“Dutt Employment Agreement”), Mr. Dutt will receive an annual base salary of
$170,000, and will be eligible to participate in Company’s standard benefits for salaried employees of the Company. Mr. Dutt's
employment with the Company is "at will" and may be terminated by the Company or Mr. Dutt at any time, for any reason
or no reason, with or without cause or notice. Mr. Dutt’s employment is subject to a probationary period of 90 days (“Probation
Period”). In the event Mr. Dutt is terminated for any reason other than for cause after the Probation Period, Mr. Dutt will
be entitled to a severance payment of three months’ salary. Mr. Dutt will also be eligible to an option package of 200,000
shares upon approval of the Board of Directors.
As a condition of his employment, among
other things, Mr. Dutt has agreed not to disclose trade secrets and confidential information during the term of his employment
with the Company and thereafter.
There are no arrangements or understandings
between Mr. Dutt and any other persons pursuant to which he was selected as Chief Financial Officer. There are also no family relationships
between Mr. Dutt and any director or executive officer of the Company and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the terms of
the Dutt Employment Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder
and is qualified in its entirety by reference to the full text of the Dutt Employment Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
||Dutt Employment Agreement|
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.
||Flux Power Holdings, Inc.,|
||A Nevada Corporation|
|Dated: December 13, 2012
||Craig Miller, Chief Intellectual Property Officer and Corporate Secretary|