UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2022
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51378 | 51-0539828 | ||
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
1 Bella Drive
Westminster, MA 01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 874-0591
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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:
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 14, 2022, the board of directors of TechPrecision Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2016 Equity Incentive Plan (the “Plan”). The Amendment, which became effective upon its signature by an executive officer, amends the Plan to permit the Company to grant shares of fully vested common stock as a stock bonus award to eligible participants. Prior to the Amendment, the Plan only permitted the board of directors to grant stock options, restricted stock, restricted stock units and performance-based awards.
The committee designated to administer the Plan, or in the absence of such a committee, the full board of directors, will determine the number of shares, the restrictions, if any, and any other terms in connection with a stock bonus award. The recipient of a stock bonus award shall not have any rights as a stockholder of the Company with respect to the shares subject to such stock bonus award until the shares are actually issued thereunder. Stock bonus awards may be paid in the form of cash, whole shares of common stock or a combination thereof.
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description |
| 10.1* | First Amendment to TechPrecision Corporation 2016 Equity Incentive Plan |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
* Management contract or compensatory arrangement or plan.
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.
TECHPRECISION CORPORATION
| Date: February 15, 2022 | By: | /s/ Thomas Sammons |
| Name: | Thomas Sammons | |
| Title: | Chief Financial Officer |
Exhibit 10.1
first Amendment to techprecision Corporation
2016 equity incentive plan
This Amendment to the Techprecision Corporation 2016 Equity Incentive Plan (the “Plan”) by Techprecision Corporation (the “Company”) shall be effective as of February 14, 2022.
WHEREAS, subject to Section 10 of the Plan, the Board has the authority to amend the Plan and now wishes to do so to add a stock bonus award feature as provided below;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The phrase “Options, Restricted Stock, Restricted Stock Units or Performance Awards” and the phrase “Options, Restricted Stock, Restricted Stock Units and Performance Awards” are hereby replaced respectively with the phrase “Options, Restricted Stock, Restricted Stock Units, Performance Awards or Stock Bonus Awards” and the phrase “Options, Restricted Stock, Restricted Stock Units Performance Awards and Stock Bonus Awards” in each place such phrases appear throughout the Plan.
2. New Section 10 of the Plan is added in its entirety as set forth below and the remaining Sections shall be renumbered accordingly:
“SECTION 10. Stock Bonus Awards. The Committee may grant Stock Bonus Awards in accordance with this Section 10. A Stock Bonus Award is an award to an eligible Participant for services to be rendered or for past services already rendered to the Company, Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award Agreement.
(a) Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of Performance goals in accordance with the same requirements set forth in Section 9(b) above. However, the Committee may issue Stock Bonus Awards with no restrictions.
(b) Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.
(c) Other Terms of Stock Bonus Awards. The Committee may specify other terms pertinent to a Stock Bonus Award in the applicable Award Agreement, including terms relating to the treatment of that Award in the event of a Change in Control. The Participant shall not have any shareholder rights with respect to the Shares subject to a Stock Bonus Award until the Shares are actually issued thereunder. Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant's service with the Company terminates prior to the Stock Bonus Award vesting, the Participant's Stock Bonus Award or portion thereof that then remains subject to forfeiture will then be forfeited automatically.
2. All cross references throughout the Plan that are affected by the foregoing amendment are hereby amended to reflect their original meaning and intent.
3. In all other respects, the Plan is hereby ratified and confirmed.
IN WITNESS WHEREOF, this Amendment is duly executed as of the date first written above.
| Techprecision Corporation. | ||
| By: | /s/ Thomas Sammons | |
| Name: | Thomas Sammons | |
| Its: | Chief Financial Officer | |