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): November 1, 2021
AEROCENTURY CORP.
(Exact name of registrant as specified in our charter)
| Delaware | 001-13387 | 94-3263974 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.) |
|
3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA |
94306 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(650) 340-1888
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | ACY | NYSE American Exchange |
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. |
(b) On November 1, 2021, Ms. Florence Ng notified the Board of Directors (the “Board”) of AeroCentury Corp. (the “Company”) of her resignation as General Counsel of the Company, effective immediately. Ms. Ng’s resignation was not due to a disagreement with the Company, its operations, policies, or practices but due to her relocation at the request of the Company from Hong Kong to the Company’s headquarters in Palo Alto, California to head the Company’s operations and business development.
(c) On November 1, 2021, the Board elected Ms. Ng to serve as the Company’s Vice President of Business Development. In connection with her appointment as Vice President of Business Development, the Company entered into an amendment to the existing employment agreement with Ms. Ng to properly reflect Ms. Ng’s resignation as General Counsel and her new appointment as Vice President of Business Development (the “Ng Amendment”). Ms. Ng will not receive additional compensation for serving as the Company’s Vice President of Business Development. The remaining material terms of Ms. Ng’s original employment agreement were unchanged.
Except as disclosed in this in this Current Report, there are no arrangements or understandings with any other person pursuant to which Ms. Ng was appointed as Vice President of Business Development of the Company. There are also no family relationships among Ms. Ng and any of the Company’s directors or executive officers. Except as disclosed in this in this Current Report, Ms. has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the original employment agreement with Ms. Ng is filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2021 and is incorporated herein by reference. The foregoing description of the Ng Amendment is qualified in its entirety by reference to the full text of the Ng Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | Exhibit Description | |
| 10.1 | Amendment to Employment Agreement by and between AeroCentury Corp. and Florence Ng, dated as of November 1, 2021 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
| AeroCentury Corp. | ||
| By: | /s/ Yucheng Hu | |
|
Yucheng Hu Chief Executive Officer |
||
| Dated: November 4, 2021 | ||
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “Amendment”) to that certain Employment Agreement by and between AeroCentury Corp., a Delaware corporation (the “Company”) and Florence Ng (the “Employee”), dated October 1, 2021 (the “Original Employment Agreement”), is entered into as of November 1, 2021.
WHEREAS, the Company and Employee are parties to the Original Employment Agreement;
WHEREAS, at the request of the Company, the Employee relocated to the Company’s headquarters in Palo Alto, California; and
WHEREAS, as a result of the relocation, the Company and Employee hereto desire to amend the Original Employment Agreement to change the Employees title and responsibility from “General Counsel and Vice President of Operations” to “Vice President of Operations and Business Develop” on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:
1. Defined Terms. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Original Employment Agreement.
2. Amendment to the Original Employment Agreement.
a. The first clause of the recitals to the Original Employment Agreement is hereby amended and restated in its entirety as follows:
“WHEREAS, the Company believes that Employee possesses the necessary qualifications and abilities to serve as Vice President of Operations and Business Development of the Company (“VP”) and to serve as an executive director (“Director”) of the Board of Director of the Company (the “Board.”)”
b. All references to the defined term “GC” are replaced with the term “VP.”
3. Acknowledgement. Employee acknowledges and agrees that she has carefully read this Amendment in its entirety, fully understands and agrees to its terms and provisions and intends and agrees that it be final and legally binding on Employee and the Company.
4. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of California without giving effect to the principles of conflicts of laws.
5. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original and, all of which taken together constitute one and the same amendment.
6. Incorporation. The operative provisions of this Amendment shall be deemed to be a part of the Original Employment Agreement as if originally provided therein. Except as expressly provided in this Amendment, all of the terms and provisions of the Original Employment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.
7. Date of Effectiveness. This Amendment will be deemed effective as of the date first written above (the “Effective Date”).
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| AEROCENTURY CORP. | ||
| By: | /s/ Yucheng Hu | |
| Name: | Yucheng Hu | |
| Title: | CEO and Chairman | |
| EMPLOYEE | ||
| By: | /s/ Florence Ng | |
| Name: | Florence Ng | |