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): December 16, 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.
(e) On December 16, 2021, AeroCentury Corp. (the “Company”) entered into an amendment (the “Amendment”) to the existing employment agreement with Mr. Yucheng Hu, its Chief Executive Officer, to reflect a decrease in Mr. Hu’s annual compensation from $192,000 to $1. The remaining material terms of Mr. Hu’s original employment agreement remains unchanged. The Amendment and the decrease in Mr. Hu’s annual compensation were approved by the Company’s Board of Directors.
A copy of the original form of employment agreement with Mr. Hu is filed as Exhibit 10.5 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 Amendment is qualified in its entirety by reference to the full text of the 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 | Description | |
| 10.1 | Amendment to Employment Agreement by and between AeroCentury Corp. and Yucheng Hu, dated as of December 16, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 17, 2021 | ||
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “Amendment”) to the Employment Agreement dated October 1, 2021 (the “Original Employment Agreement”), by and between AeroCentury Corp., a Delaware corporation (the “Company”) and Yucheng Hu (the “Employee”), is entered into as of December 16, 2021.
WHEREAS, the Company and Employee are parties to the Original Employment Agreement;
WHEREAS, pursuant to Section 4(a) of the Original Employment Agreement, Employee’s base salary may be decreased with approval by the Board of Directors (the “Board”) of the Company from time to time;
WHEREAS, on December 13, 2021, the Board approved the change in Employee’s annual base salary from $192,000.00 to $1.00 (the “Salary Change”); and
WHEREAS, the Company and Employee desire to amend the Original Employment Agreement to reflect the Salary Change 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. Section 4(a) of the Original Employment Agreement is hereby amended and restated in its entirety as follows:
“(a) Base Salary. Employee shall be paid an annualized base salary, payable in accordance with the regular payroll practices of the Company, of $1.00, with increases or decreases, if any, as may be approved by the Board or the Compensation Committee from time to time.
3. Acknowledgement. Employee acknowledges and agrees that he 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/ Qin (Carol) Wang | |
| Name: | Qin (Carol) Wang | |
| Title: | Chief Financial Officer | |
| EMPLOYEE | ||
| By: | /s/ Yucheng Hu | |
| Name: | Yucheng Hu | |