UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): JUNE 19, 2006
SUPERCONDUCTIVE COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-31641 31-1210318
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
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2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
STOCK OPTION GRANT
The Stock Option and Compensation Committee (the "Committee") of the Board of Directors of Superconductive Components, Inc. (the "Company") has approved the grant of options to purchase shares of the Company's common stock, effective June 19, 2006, to the Company's Chief Executive Officer and three other executive officers of the Company listed below (the "Optionees"):
Name Position Options
---- -------- -------
Daniel Rooney President and Chief Executive Officer 15,000
Michael K. Barna Vice President of Sales and Marketing 10,000
Scott S. Campbell Vice President of Technology 5,000
Gerald S. Blaskie Vice President and Chief Financial Officer 5,000
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The Committee granted the options to purchase shares of the Company's common stock in accordance with the provisions of the Company's 2006 Stock Incentive Plan. In connection with the option grant, the Company entered into Incentive Stock Option Agreements with the Optionees. Pursuant to the terms of the Incentive Stock Option Agreements, the options have an exercise price of $3.25 per share, the closing price of the Company's common stock as reported on the OTC Bulletin Board regulated quotation service on June 19, 2006. The options vest at the rate of 20% per year, beginning on the first anniversary of the date of grant. After the options have vested, the Optionees may exercise the options from time to time, in full or in part, until the options have been exercised as to all shares subject thereto, or June 19, 2016, which ever occurs first.
A copy of the form of Incentive Stock Option Agreement applicable to the Optionees is attached hereto as Exhibit 10.1, and incorporated herein by reference. The Committee has also approved a form of Non-Statutory Stock Option Agreement for future use in connection with the 2006 Stock Incentive Plan. A copy of the form of Non-Statutory Stock Option Agreement is attached hereto as Exhibit 10.2, and incorporated herein by reference. A copy of the Company's 2006 Stock Incentive Plan was previously filed with the Securities and Exchange Commission on May 1, 2006, as Appendix A to the Company's Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006.
CASH BONUS PLAN
The Committee also approved a cash bonus plan for Mr. Rooney for service during the Company's fiscal year ending December 31, 2006 ("Fiscal 2006"), based upon objective financial performance criteria selected by the Committee.
Mr. Rooney is eligible to receive the following bonus payments for service during Fiscal 2006: (i) 1% of the Company's Adjusted Gross Profit in excess of a specified amount; (ii) $20,000 if the Company reaches Adjusted Gross Profit of a specified amount; and (iii) 2% of the Company's Adjusted Gross Profit in excess of a specified amount.
The Committee defined "Adjusted Gross Profit" as Gross Margin as it appears on the Company's audited financial statements for Fiscal 2006, plus the total depreciation expense of the Company for Fiscal 2006 (whether or not included in the Cost of Sales or Cost of Contract Research) as included in its audited financial statements for Fiscal 2006. Any cash bonus earned by Mr. Rooney in Fiscal 2006 shall become payable at such time as the Committee has certified the Company's Adjusted Gross Profit for Fiscal 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit Description
10.1 Form of Incentive Stock Option Agreement under the
Superconductive Components, Inc. 2006 Stock Incentive Plan.
10.2 Form of Non-Statutory Stock Option Agreement under the
Superconductive Components, Inc. 2006 Stock Incentive Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUPERCONDUCTIVE COMPONENTS, INC.
Date: June 23, 2006 By: /s/ Daniel Rooney
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Daniel Rooney
President and Chief Executive Officer
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Exhibit 10.1
SUPERCONDUCTIVE COMPONENTS, INC.
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
2006 STOCK INCENTIVE PLAN
Superconductive Components, Inc. (the "Company") hereby grants, effective this __ day of____, 200_ (the "Effective Date") to ______ ("Optionee") an option to purchase _____ shares of its common stock, no par value (the "Option Shares"), at a price of ______ Dollars ($___) per share pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"), subject to the following:
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan, and is in all respects subject to the terms, provisions and definitions of the Plan and any amendments thereto. The Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and conditions thereof. The Optionee accepts this option subject to all the terms and provisions of the Plan (including without limitation provisions relating to nontransferability, exercise of the option, sale of the option shares, termination of the option, adjustment of the number of shares subject to the option, and the exercise price of the option). The Optionee further agrees that all decisions and interpretations made by the Stock Option and Compensation Committee (the "Committee"), as established under the Plan, and as from time to time constituted, are final, binding, and conclusive upon the Optionee and his or her heirs. This option is an Incentive Stock Option under the Plan.
2. TIME OF EXERCISE. This option may be exercised, from time to time, in full or in part, by the Optionee to the extent the option is vested (the "Vested Percentage") and remains exercisable (subject to the provisions herein and the Plan) until it has been exercised as to all of the Shares or the tenth anniversary of the Effective Date, whichever occurs first. The Optionee is entitled to exercise this option to the extent of the percentage of, and not to exceed in the aggregate, the maximum number of the Shares, based upon the Vested Percentage, from time to time, as determined in accordance with the following schedule:
Date Total Vested Percentage ---- ----------------------- ----- --% ----- --% ----- --% ----- --% ----- --% |
Notwithstanding the foregoing, this option may not be exercised unless (i) the Option Shares are registered under the Securities Act of 1933, as amended, and are registered or qualified under applicable state securities or "blue sky" laws, or (ii) the Company has received an opinion of counsel to the Company to the effect that the option may be exercised and Option Shares may be issued by the Company pursuant thereto without such registration or qualification. If this option is not otherwise exercisable by reason of the foregoing sentence, the Company will take reasonable steps to comply with applicable state and federal securities laws in connection with such issuance.
3. METHODS OF EXERCISE. This option is exercisable by delivery to the Company of written notice of exercise which specifies the number of shares to be purchased and the election of the method of payment therefore, which will be one of the methods of payment specified in the Plan. If payment is otherwise than payment in full in cash, the method of payment is subject to the consent of the Committee. Upon receipt of payment for the shares to be purchased pursuant to the option or, if applicable, the shares to be delivered pursuant to the election of an alternative payment method, the Company will deliver or cause to be delivered to the Optionee, or to any other person exercising this option, a certificate or certificates for the number of shares with respect to which this option is
being exercised, registered in the name of the Optionee or other person exercising the option, or if appropriate, in the name of such broker or dealer; provided, however, that if any law or regulation or order of the Securities and Exchange Commission or other body having jurisdiction over the exercise of this option will require the Company or Optionee (or other person exercising this option) to take any action in connection with the shares then being purchased, the delivery of the certificate or certificates for such shares may be delayed for the period necessary to take and complete such action.
4. ACQUISITION FOR INVESTMENT. This option is granted on the condition that the acquisition of the Option Shares hereunder will be for the account of the Optionee (or other person exercising this option) for investment purposes and not with a view to resale or distribution, except that such condition will be inoperative if the Option Shares are registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such shares may be resold without registration. At the time of any exercise of the option, the Optionee (or other person exercising this option) will execute such further agreements as the Company may require to implement the foregoing condition and to acknowledge the Optionee's (or such other person's) familiarity with restrictions on the resale of the Option Shares under applicable securities laws.
5. WITHHOLDING. As a condition to the issuance of any of the Option Shares under this Option, Optionee or any person who may exercise this Option authorizes the Company to withhold in accordance with applicable law from any salary, wages or other compensation for services payable by the Company to or with respect to Optionee any and all taxes required to be withheld by the Company under federal, state or local law as a result of such Optionee's or such person's receipt or disposition of Shares purchased under this Option. If, for any reason, the Company is unable to withhold all or any portion of the amount required to be withheld, Optionee (or any person who may exercise this Option) agrees to pay to the Company upon exercise of this Option an amount equal to the withholding required to be made less the amount actually withheld by the Company.
6. GENERAL. This Agreement will be construed as a contract under the laws of the State of Ohio without reference to Ohio's choice of law rules. It may be executed in several counterparts, all of which will constitute one Agreement. It will bind and, subject to the terms of the Plan, benefit the parties and their respective successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date first above written.
OPTIONEE: SUPERCONDUCTIVE COMPONENTS, INC. ------------------------------------- ---------------------------------- [____________] [_________], [Title] |
Exhibit 10.2
SUPERCONDUCTIVE COMPONENTS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE
2006 STOCK INCENTIVE PLAN
Superconductive Components, Inc. (the "Company") hereby grants, effective this ___ day of ____, 200_ (the "Effective Date") to _________(the "Optionee") an option to purchase ______ shares of its common stock, no par value (the "Option Shares"), at a price of _____ Dollars ($____) per share pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"), subject to the following:
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan, and is in all respects subject to the terms, provisions and definitions of the Plan and any amendments thereto. The Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and conditions thereof. The Optionee accepts this option subject to all the terms and provisions of the Plan (including without limitation provisions relating to nontransferability, exercise of the option, sale of the option shares, termination of the option, adjustment of the number of shares subject to the option, and the exercise price of the option). The Optionee further agrees that all decisions and interpretations made by the Stock Option and Compensation Committee (the "Committee"), as established under the Plan, and as from time to time constituted, are final, binding, and conclusive upon the Optionee and his or her heirs. This option is not an Incentive Stock Option under the Plan.
2. TIME OF EXERCISE. This option may be exercised, from time to time, in full or in part, by the Optionee to the extent the option is vested (the "Vested Percentage") and remains exercisable (subject to the provisions herein and the Plan) until it has been exercised as to all of the Shares or the tenth anniversary of the Effective Date, whichever occurs first. The Optionee is entitled to exercise this option to the extent of the percentage of, and not to exceed in the aggregate, the maximum number of the Shares, based upon the Vested Percentage, from time to time, as determined in accordance with the following schedule:
Date Total Vested Percentage ---- ----------------------- ----- --% ----- --% ----- --% ----- --% ----- --% |
Notwithstanding the foregoing, this option may not be exercised unless
(i) the Option Shares are registered under the Securities Act of 1933, as
amended, and are registered or qualified under applicable state securities or
"blue sky" laws, or (ii) the Company has received an opinion of counsel to the
Company to the effect that the option may be exercised and Option Shares may be
issued by the Company pursuant thereto without such registration or
qualification. If this option is not otherwise exercisable by reason of the
foregoing sentence, the Company will take reasonable steps to comply with
applicable state and federal securities laws in connection with such issuance.
3. METHODS OF EXERCISE. This option is exercisable by delivery to the Company of written notice of exercise which specifies the number of shares to be purchased and the election of the method of payment therefore, which will be one of the methods of payment specified in the Plan. If payment is otherwise than payment in full in cash, the method of payment is subject to the consent of the Committee. Upon receipt of payment for the shares to be purchased pursuant to the option or, if applicable, the shares to be delivered pursuant to the election of an alternative payment method, the Company will deliver or cause to be delivered to the Optionee, or to any other person exercising this option, a certificate or certificates for the number of shares with respect to which this option is being exercised, registered in the name of the Optionee or other person exercising the option, or if appropriate, in the name of such broker or dealer; provided, however, that if any law or regulation or order of the Securities and Exchange Commission or other body having jurisdiction over the exercise of this option will require the Company or Optionee (or other person exercising this option) to take any action in connection with the shares then being purchased, the delivery of the certificate or certificates for such shares may be delayed for the period necessary to take and complete such action.
4. ACQUISITION FOR INVESTMENT. This option is granted on the condition that the acquisition of the Option Shares hereunder will be for the account of the Optionee (or other person exercising this option) for investment purposes and not with a view to resale or distribution, except that such condition will be inoperative if the Option Shares are registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such shares may be resold without registration. At the time of any exercise of the option, the Optionee (or other person exercising this option) will execute such further agreements as the Company may require to implement the foregoing condition and to acknowledge the Optionee's (or such other person's) familiarity with restrictions on the resale of the Option Shares under applicable securities laws.
5. WITHHOLDING. As a condition to the issuance of any of the Option Shares under this Option, Optionee or any person who may exercise this Option authorizes the Company to withhold in accordance with applicable law from any salary, wages or other compensation for services payable by the Company to or with respect to Optionee any and all taxes required to be withheld by the Company under federal, state or local law as a result of such Optionee's or such person's receipt or disposition of Shares purchased under this Option. If, for any reason, the Company is unable to withhold all or any portion of the amount required to be withheld, Optionee (or any person who may exercise this Option) agrees to pay to the Company upon exercise of this Option an amount equal to the withholding required to be made less the amount actually withheld by the Company.
6. GENERAL. This Agreement will be construed as a contract under the laws of the State of Ohio without reference to Ohio's choice of law rules. It may be executed in several counterparts, all of which will constitute one Agreement. It will bind and, subject to the terms of the Plan, benefit the parties and their respective successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date first above written.
OPTIONEE: SUPERCONDUCTIVE COMPONENTS, INC. ----------------------------------- --------------------------------- [_________] [_________], [Title] |