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): February 22, 2017

 

 

 

DIGITAL POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

California

 

001-12711

 

94-1721931

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

48430 Lakeview Blvd, Fremont, CA 94538-3158

(Address of principal executive offices) (Zip Code)

 

(510) 657-2635

(Registrant's telephone number, including area code)

 

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))

 

 

 
 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Amendment to Employment Agreement with Chief Executive Officer.

 

On February 22, 2017, the Company and Amos Kohn agreed to amend his November 30, 2016, employment agreement to clarify that Mr. Kohn will receive a warrant, subject to vesting, to purchase 317,460 shares of common stock at a $0.01 per share in lieu of the issuance of a one-time restricted stock signing bonus equal to $200,000 of shares of common stock based on the price of $0.65 per share and subject to repurchase by the Company.

 

The preceding discussion is qualified in its entirety to Mr. Kohn’s amendment to employment agreement that has been filed as an exhibit.

 

Item 9.01 Fi nancial Statements and Exhibits.

 

(d) Exhibits.

 

10.1

Amendment to Executive Employment Agreement with A.Kohn

 

 

 
1
 

 

SIGNATURE

 

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.

 

 

 

Digital Power Corporation

a California Corporation

 

 

 

 

 

Dated: February 27, 2017 

 

By: / s / Amos Kohn

 

 

 

Amos Kohn

 

 

 

President and Chief Executive Officer

 

 

 

2

Exhibit 10.1

 

AMOS KOHN

EXECUTIVE EMPLOYMENT AGREEMENT

AMENDMENT NO. 1

 

THIS AMENDMENT NO. 1 is dated as of February 22, 2017, and amends that certain Executive Employment Agreement dated November 30, 2016, entered into by and between Digital Power Corporation , a California corporation ( “Company” ), and Amos Kohn ( “Executive” ).

 

RECITALS

 

Whereas , Executive and the Company previously entered into an Executive Employment Agreement dated November 30, 2016; and

 

Whereas , Executive and the Company wish to amend the Employment Agreement to clarify certain portions of Executive’s compensation.

 

NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, the parties hereby agree as follows.

 

Section 4.(b)(i) of the Executive Employment Agreement is deleted in its entirety and replace as follows:

 

 

4.

(b) Equity P articipation . Executive shall be entitled to received equity participation as follows:

 

(i)           Warrant Grant : Executive shall be entitled to receive a ten-year warrant to purchase 317,460 shares of the Company's Common Stock (the "Warrant Grant"), at an exercise price of $0.01 per share subject to vesting. The Warrant Grant shall be subject to vesting of which warrants to purchase 39,682 shares shall vest beginning on January 1, 2017, and on the first date of each quarter thereafter (i.e., April 1, July 1, and October 1) through July 1, 2018, with warrants to purchase 39,686 shares to vest on October 1, 2018.

 

The remaining terms of the Executive Employment Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

 

DIGITAL POWER CORPORATION

 

 

By:   /s/ Robert Smith                                                                                     

Name:    Robert Smith

Title:      Director

 

EXECUTIVE:

 

By:    /s/ Amos Kohn                                          

Name:     Amos Kohn