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) July 29, 2020
MIKROS SYSTEMS CORPORATION
(Exact Name of Registrant Specified in Charter)
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Delaware State or Other Jurisdiction of Incorporation of Organization) |
000-14801 (Commission File Number) |
14-1598200 (IRS Employer Identification Number) |
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707 Alexander Road Building 2, Suite 208 Princeton, NJ (Address of Principal Executive Offices) |
08540 (Zip Code) |
Registrant’s telephone number, including area code (609) 987-1513
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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None |
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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))
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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2020, Mikros Systems Corporation (the “Company”) entered into a letter agreement (the “Agreement”) with Mark J. Malone, Chief Financial Officer, Chief Strategist and member of the Company’s Board of Directors. The Agreement provides that in the event of a change of control of the Company or the termination of Mr. Malone’s employment with the Company without cause, the Company will make a single lump sum payment to Mr. Malone equal to his annual base salary in effect on the date of termination or occurrence of the change of control.
The foregoing description of the Agreement is qualified in its entirety by reference to Exhibit 10.1 attached to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Letter Agreement between Mikros Systems Corporation and Mark J. Malone, dated July 29, 2020.
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.
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MIKROS SYSTEMS CORPORATION |
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Dated: July 29, 2020 |
By: |
/s/ Thomas J. Meaney |
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Thomas J. Meaney |
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Chief Executive Officer |
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Exhibit 10.1
Mikros Systems Corporation
220 Commerce Dr., Suite 300
Fort Washington, PA 19034
July 29, 2020
Mark J. Malone
Re: Severance Payments
Dear Mr. Malone:
Following up on our recent discussions, this letter shall set forth our agreement regarding certain terms of your employment with Mikros Systems Corporation, a Delaware corporation (the “Company”). For good and valuable consideration, the receipt and sufficient of which are hereby acknowledge, the undersigned agree as follows:
In the event that your employment with the Company is terminated by the Company without Cause (as defined below), the Company shall pay to you (i) the Accrued Amount (as defined below) in a single lump sum within thirty (30) days after the date of termination, and (ii) an amount equal to your annual base salary in effect on the date of termination of your employment, less applicable deductions (the “Severance Amount”), in a single lump sum within thirty (30) days after the date of termination. Payment of the Severance Amount shall be conditioned upon your execution and non-revocation of a general release waiving any and all claims you have or may have against the Company, in a form to be provided by the Company, which general release has become effective in accordance with its terms.
In the event that a Change of Control occurs during the time you are employed by the Company, the Company shall pay to you an amount equal to the Severance Amount. Payment of the Severance Amount shall be conditioned upon your execution and non-revocation of a general release waiving any and all claims you have or may have against the Company, in a form to be provided by the Company, which general release has become effective in accordance with its terms.
In no event shall you be entitled to receive payment of the Severance Amount more than one time. By way of example, if there is a Change of Control, the Company pays the Severance Amount to you, your employment with the Company continues, and thereafter, the Company terminates your employment without Cause, you will not be entitled to payment of the Severance Amount upon such termination.
For purpose of this letter agreement:
“Accrued Amount” means any base salary, less applicable deductions, and reimbursable expenses, in each case, accrued but unpaid as of the date of termination, and any bonus earned and declared payable by the Board of Directors of the Company that remains unpaid as of the date of termination, less applicable deductions
“Cause” means (i) willful misconduct by you in the performance of any of your material executive employment duties which is likely to materially damage the financial position or reputation of the Company, which is not cured within thirty (30) days following receipt by you of written notice from the Company, (ii) conviction (or a plea of nolo contendere) by you of a felony, (iii) conduct by you which constitutes moral turpitude which is directly and materially injurious to the Company, or (iv) acts of fraud, dishonesty or misappropriation committed by you and intended to result in personal enrichment at the expense of the Company. For purposes of this definition, no act or failure to act on your part shall be considered "willful" unless done or omitted not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.
Mark J. Malone
July 29, 2020
Page 2
“Change of Control” means the occurrence of any of the following events:
(a) Any transaction or event resulting in the beneficial ownership of voting securities, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder) having “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”) of the Company that represent greater than 50% of the combined voting power of the Company’s then outstanding voting securities, other than any transaction or event resulting in the beneficial ownership of securities:
(i) by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or
(ii) pursuant to a transaction described in clause (b) below that would not be a Change in Control under clause (b);
(b) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (i) a merger, consolidation, reorganization, or business combination, (ii) a sale or other disposition of all or substantially all of the Company’s assets, or (iii) the acquisition of assets or stock of another entity, in each case, other than a transaction which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, greater than 50% of the combined voting power of the Company’s or Successor Entity’s, as applicable, outstanding voting securities immediately after the transaction, other than a transaction:
(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, greater than 50% of the combined voting power of the Company’s or the Successor Entity’s, as applicable, outstanding voting securities immediately after the transaction; or
Mark J. Malone
July 29, 2020
Page 3
(c) The approval by the Company’s stockholders of a liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws.
For purposes of clause (a) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company’s stockholders, and for purposes of clause (b) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company’s stockholders.
Each of the Company and you hereby represent and warrant that this letter agreement and the transactions contemplated hereby have been duly and validly authorized, and that this letter agreement constitutes the entire agreement between us and supersedes any and all prior or contemporaneous arrangements, understandings, written or oral, between us relating to the subject matter hereof. This letter agreement may not be amended or modified except by written agreement signed by you and the Company. This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This letter agreement may be executed in counterparts and delivered via facsimile or pdf, each of which shall be deemed an original and both of which, together, shall constitute one and the same instrument.
Intending to be legally bound hereby, the undersigned have executed this letter on and as of the date set forth above.
Very truly yours,
Mikros Systems Corporation
By:___/s/________________
Paul Casner
Chairman of the Board of Directors
Accepted and Agreed to on and as of the date set forth above.
____/s/_________________
Mark J. Malone