UNITED STATES

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

 

 

Date of report (Date of earliest event reported)

December 21, 2020

 

PASSUR AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New York

(State or Other Jurisdiction of Incorporation)

 

 

0-7642

11-2208938

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

One Landmark Square, Suite 1900

 

Stamford, CT

06901

(Address of Principal Executive Offices)

(Zip Code)

 

 

203-622-4086

(Registrant’s Telephone Number, Including Area Code)

 

 

 

 

(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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

 

On December 18, 2020, the Board of Directors of PASSUR Aerospace, Inc. (the “Company” or “PASSUR”) approved the appointment of Sean Doherty as Executive Vice President of Finance and Administration of the Company.  In this role, Mr. Doherty will succeed Louis J. Petrucelly, who resigned his positions as Senior Vice President, Chief Financial Officer of the Company effective as of November 13, 2020, as previously disclosed.

 

Mr. Doherty, age 48, previously served as Chief Financial Officer of Navblue Inc. from 2014 until his departure in December 2020.  Prior to being named Chief Financial Officer, Mr. Doherty held the position of Vice President Finance at Navtech, predecessor company to Navblue, from 2011 to 2014, and was Director of Finance/Corporate Controller at Navtech from 2007 to 2011.  Prior to joining Navtech, Mr. Doherty worked at Photowatt Technology (a division of ATS Automation), Look Communications, and D&B Receivable Management Services in various senior finance roles.

 

In connection with Mr. Doherty’s appointment as Executive Vice President of Finance and Administration of the Company, the Company and Mr. Doherty have entered into an employment agreement, effective December 14, 2020 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Doherty will receive an annual salary of CAD $260,000.  He will also be eligible to receive a grant of options to purchase 100,000 shares of common stock of the Company under the Company’s 2019 Stock Incentive Plan, which will have a vesting period of five years and an exercise price equal to the closing price of PASSUR’s common stock on his first full day of employment with the Company.  In addition, Mr. Doherty will be eligible for employee benefits under the Company’s benefit plans, including health and life insurance benefits, in accordance with his Canadian employee benefits and commensurate with PASSUR’s standard employee benefits for executive officers.  In connection with his employment with the Company, the Company and Mr. Doherty have also entered into a restrictive covenant agreement, pursuant to which Mr. Doherty has agreed to be bound by certain customary restrictive covenants, including confidentiality, non-competition and non-solicitation covenants.

 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibits 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits 

 

Exhibit NumberDescription 

 

10.1Employment Agreement, effective as of December 14, 2020, between PASSUR Aerospace, Inc. and Sean Doherty. 

 

 

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.

 

PASSUR AEROSPACE, INC.

 

 

By: /s/ Brian G. Cook   
Name:  Brian G. Cook 

Title:  President and Chief Executive Officer

 

Date:  December 21, 2020

 

 

 

 

 

 

 

 

 

PICTURE 2  

Date: October 15, 2020

 

Name: Sean Doherty

 

Address: 34 Milson Crescent

  Guelph, ON 

  N1C 1G9 

 

Dear Sean:

 

It is with great pleasure that we offer you the position of Executive Vice President of Finance and Administration at an annual salary of $260,000.00 Canadian dollars, CAD, per year, paid bi-weekly. You will report to Brian Cook, working from Ontario.

 

This position is full-time requiring at least 40 hours of work per week.

 

You will be eligible to receive 100,000 stock options, pending approval from the Board of Directors. The options have a vesting period of five years. The price of the options will be the closing price of the stock on your first full day of employment.

 

As an employee of PASSUR Aerospace, you will be eligible for supplemental benefits, in accordance with your Canadian benefits such as Life, Vision, Dental and Prescription. These will be commensurate with PASSUR’s standard employee benefits.

 

This agreement will be construed in accordance with and governed by the laws of the province of Ontario and the Employment Standards Act 2000 (ESA) for employees working in Ontario.

 

TERMINATION

This agreement may be terminated by the Company at any time:

 

a) without any notice or payment to the Employee in the event "cause" whether, as defined in this Agreement or existing otherwise, exists for such termination; or

 

b) a breach by the Employee of any terms of this employment agreement;

 

c) Without cause by the Company and without advance notice in which event the Company shall pay the Employee a severance payment to which the Employee is entitled to upon such termination under the Employment Standards Act, 2000 (Ontario) (the "ESA") or (ii) the termination pay and severance pay to which the Employee is entitled upon such termination under the ESA (the "Severance Payment"), less required deductions.  Upon receipt of the Severance Payment, the Employee shall be deemed to release and forever discharge the Company, its affiliates and subsidiaries and the respective officers, directors, employees, servants, agents and assigns of the Company and its subsidiaries and affiliates, jointly and severally, from all actions, causes of actions, complaints, claims and demands, whether known or unknown, arising from the employment of the Employee with the Company or the termination of such employment.

 

VACATION

Vacation entitlement shall be administered according to the Company's vacation policy and practice, and may be altered from time to time by the Company in its sole discretion. Attached is the PASSUR Time Off Policy.

 

Your employment is contingent on your providing appropriate documentation of authorization to work in Canada within 3 days after your start date.

Your employment is also conditioned on the results of a background check being satisfactory to PASSUR Aerospace.  Please execute and return the enclosed authorization form for this process as soon as possible.

 

Your employment will also be conditioned on your accepting and executing the attached non-compete and confidentiality documents, which must be signed and returned on or before your first day of work.

 

PASSUR Aerospace extends this offer of employment to you on the understanding that your employment with PASSUR Aerospace and performance of any and all duties of the offered position would not violate any legal obligations you have to any person or organization. By your signature below accepting this offer, you confirm this understanding and acknowledge PASSUR Aerospace’s reliance on this confirmation.

 

 

 

This offer is valid for 10 days. Upon acceptance of these terms, you must start employment on or before December 14, 2020.

 

Welcome to our team.

 

Sincerely,

 

 

Brian G. Cook

Chief Executive Officer

 

 

 

 

 

Acknowledge and agree:

I have reviewed the offer presented to me and find the offer acceptable and I will commence employment on __________________.

 

 

______________________________________________________________________ 

Name (signature)Date 

 

Enclosures :  

Background check documents 

Non-compete and confidentiality documents 

PASSUR Time Off Policy 

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