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):
September 21, 2017
LRAD Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-24248
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87-0361799
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16990 Goldentop Road, Suite A
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San Diego, California
92127
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(Address of Principal Executive Offices)
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858-676-1112
(Registrant
’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
September 21, 2017, LRAD Corporation (the “Company”) announced the appointment of Dennis D. Klahn as Chief Financial Officer of the Company effective September 18, 2017. Prior to joining the Company as interim Chief Financial Officer on August 7, 2017, Mr. Klahn, 59, served as Group Controller for Teledyne RD Instruments, part of the Marine Group of businesses of Teledyne Technologies, Inc., between January 2011 and July 2017.
Pursuant to an
employment offer letter between the Company and Mr. Klahn (the “Agreement”), Mr. Klahn will be entitled to receive a base salary of $206,000 per year and will be eligible to participate in the Company’s annual bonus arrangements and in all benefit and incentive plans generally available to other employees of the Company. In addition, Mr. Klahn has been awarded an option to purchase 100,000 shares of the Company’s common stock, which will vest 25,000 shares on the first anniversary of the grant date and thereafter 6,250 on each quarterly anniversary of the grant date. Under the Agreement, Mr. Klahn’s employment will be at-will with no specified term.
The foregoing summary does not purport to be complete
of the terms of the Agreement and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1.
There are no arrangements or understandings between Mr.
Klahn and any other persons pursuant to which he was appointed as an officer of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01
Regulation FD Disclosure
On September
21, 2017, the Company issued a press release announcing Mr. Klahn’s appointment as Chief Financial Officer of the Company, effective September 18, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information provided in this Item 7.01 (including the exhibit referenced herein) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933 or the Exchange Act, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01 Fi
nancial Statements and Exhibits
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 thereunto duly authorized.
Date:
September 21, 2017
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LRAD Corporation
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By:
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/s/ DENNIS D. KLAHN
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Dennis D. Klahn
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Chief Financial Officer
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Exhibit 10.1
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September 6, 2017
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Revised
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Dennis Klahn
12828 Rockwell Court
Poway, CA 92064
Dear
Dennis,
LRAD Corporation
(“Company”) is very pleased to confirm our offer of employment. This offer is contingent upon satisfactory results of all reference, education, and background checks and is based on the following terms and conditions:
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Title:
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Chief Financial Officer
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Start Date:
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September 18, 2017
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Salary:
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A semi-monthly salary in the amount of $8,583.33 ($206,000 annually)
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Bonus
Plan:
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You will be eligible to participate in LRAD Corporation’s FY17 Bonus Plan. Under the Plan if the Company achieves certain targets your payout is 50% of your base salary. If we achieve the stated results, the payout will be prorated from your hire date and you must be an active employee on September 30, 2017 to be eligible to participate in the plan. You will receive a copy of the FY17 Bonus Plan upon your hire date.
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Stock Options:
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Management will recommend to the Compensation Committee at its first quarterly meeting following your start date, that you be granted stock options to purchase 100,000 shares of common stock. The Compensation Committee has the discretion to approve or deny the grant. The recommended options will have an exercise price equal to the fair market value of our common stock (determined in accordance with our 2015 Stock Option Plan) on the date the Compensation Committee approves the grant, and will be exercisable for seven (7) years after grant, subject to earlier termination as set forth in the 2015 Stock Option Plan. The recommended options will vest over four (4) years with
25% vesting on the first anniversary of grant, and then in equal quarterly installments over the following three years of continuous service with the Company.
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Health Benefits:
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The Company offers a comprehensive benefits plan that includes medical, dental, vision, long-term disability and life insurances. The company pays 100% of the medical and approximately 90% dental insurance premiums (including dependents) and 100% of premiums for vision, life and LTD. Benefits begin the first day of the month following your hire date.
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Paid Time Off
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& Holidays:
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You will receive 15 days of accrued Paid Time Off (PTO) annually, to use for vacation or for personal time off. PTO hours are accrued per pay period.
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The Company
offers 9-paid holidays each calendar year. You must be on active status the day before and the day after the holiday to receive holiday pay.
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Retirement:
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A 401(k) package is available with multiple investment options and the Company matches 75% of the employee’s deferral up to 6% of your annual earnings. You will be eligible to join the 401(k) the first quarter following your hire date. (Note: Some IRS limitations may apply.)
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Due to the enactment of the Immigration Reform and Control Act of 1986
, this offer is contingent on your ability to produce acceptable documentation verifying your eligibility to work in the United States. You will be required to present the necessary documents on the day you begin work at LRAD Corporation.
Additionally
, as a condition of this offer and of your employment with LRAD Corporation, you will be required to preserve the Company’s proprietary and confidential information and you must comply with the Company’s policies and procedures. Accordingly, you will be required to execute the Company’s Non-Disclosure Agreement and other policies on your first date of employment.
If accepted, your employment will be at-will with no specified period or term of employment. This means that either you or the Company may terminate employment at anytime, with or without reason. The Company may also transfer, promote, demote or otherwise alter your position and/or status at any time and for any reason. An employment agreement for a specified period of time, which contradicts this at-will agreement, may only be entered into in writing, signed by the
Chief Executive Officer of the Corporation.
Dennis
, we sincerely hope that you decide to join LRAD Corporation. Please acknowledge your acceptance of our offer by signing below and returning a copy of this letter to us by Monday, September 11, 2017.
If there are any questions, please do not hesitate to call me.
Best Regards
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/s/ RICHARD S. DANFORTH
Richard S. Danforth
President
I understand and agree to the terms and conditions set forth in this letter. I further understand that any misrepresentations that I have made on my employment application or resume can result in termination. I acknowledge that no statement contradicting this letter, oral or written, has been made to me
, that I am not relying on any statement or term not contained in this letter
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and that no agreements exist which are contrary to the terms and conditions set forth in this letter.
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Accepted by:
/s/ DENNIS KLAHN
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Date:
September 11, 2017
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Start Date if different then above
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September 18, 2017
Exhibit 99.1
LRAD
®
Corporation
Appoints
Dennis D. Klahn as
Chief Financial Officer
SAN DIEGO, CA
–
September
21
, 2017
-
LRAD Corporation (NASDAQ: LRAD)
, the world’s leading provider of acoustic hailing devices (
“
AHD's
”
) and advanced mass notification systems, today announced it has appointed Dennis D. Klahn as its Chief Financial Officer (
“CFO”)
.
“
Dennis
is a seasoned financial executive with diverse experience in the public markets,
”
noted Richard S. Danforth, Chief Executive Officer of LRAD Corporation. “
After successfully serving as LRAD's interim CFO, I'm pleased Dennis has agreed to join the Company on a permanent basis.
”
“
LRAD Corporation and its dynamic line of long range communication systems have tremendous potential for current and future growth,” remarked Mr. Klahn. “I appreciate the opportunity to work with Richard and the executive team on growing the Company's AHD and ONE VOICE
®
mass notification business segments and increasing stockholder value.”
Mr. Klahn comes to LRAD with more than 30 years
of accounting, finance and operations experience, which includes serving as Controller or CFO at several publicly traded companies.
He was most recently a Group Controller at Teledyne RD Instruments, a subsidiary of Teledyne Technologies (NYSE: TDY). Prior to that role, he served as Controller or CFO at several companies including, ISE Corporation, Overland Storage, Anacomp, and International Lottery & Totalizator Systems. Mr. Klahn began his career as a Staff Accountant at Coopers & Lybrand after receiving his B.A. in Accounting from St. Ambrose University.
About LRAD Corporation
Using advanced technology and superior voice
intelligibility, LRAD Corporation’s proprietary Long Range Acoustic Devices
®
and revolutionary ONE VOICE
®
mass notification systems are designed to enable users to safely hail and warn, inform and direct, prevent misunderstandings, determine intent, establish large safety zones, resolve uncertain situations, and save lives. LRAD systems are in service in more than 70 countries around the world in diverse applications including mass notification and public address, fixed and mobile defense deployments, homeland, border, critical infrastructure, maritime, oil & gas, and port security, public safety, law enforcement and emergency responder communications, asset protection, and wildlife control and preservation. For more information, please visit
www.LRAD.com
.
Forward Looking Statements
Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should n
ot place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2016. LRAD Corporation disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.
Company Contact
E. Brian Harvey
Director, Investor Relations and Capital Markets
858.753.8974
ebharvey@lrad.com
