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 11, 2020

 

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

 

Minnesota

 

0-13257

 

41-16810894

(State or other jurisdiction

 

(Commission

 

IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7550 Meridian Circle N, Maple Grove, MN 55369

(Address of principal executive offices)

 

(952) 345-2244

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed from 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 14-2(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 $.01 per share

 

NSYS

 

NASDAQ Capital Market

 

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. ☐

 

 

 

 

[Signature Page to First Amendment to Employment Agreement]

 

 
 

 

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.

 

Amendment to Employment Agreement

 

(b)     On November 11, 2020, Nortech Systems Incorporated (the “Company”) entered into an Amendment to Employment Agreement with Jay D. Miller, the Company’s Chief Executive Officer ("Miller Amendment"). The Employment Agreement allows the term of employment to be extended for one year upon agreement by both parties. The terms of the Miller Amendment extend the term of Mr. Miller’s employment for one year until February 28, 2022.

 

The foregoing summary of the Miller Amendment is qualified in all respects by the Miller Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

10.1

Employment Agreement between Nortech Systems Inc. and Jay D. Miller (furnished)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Date: November 12, 2020

 

 

Nortech Systems Incorporated

 

(Registrant)

 

 

 

/s/ Christopher D. Jones

 

Christopher D. Jones

SVP and Chief Financial Officer

 

 

 

 

 

[Signature Page to First Amendment to Employment Agreement]

 

 

 

 

Exhibit 10.1

 

 

NORTECH SYSTEMS INCORPORATED

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS AMENDMENT ("Amendment") dated effective as of this 11th, day of November, 2020 by and between Nortech Systems Incorporated, a Minnesota corporation (the “Company”), and Jay D. Miller (“Executive”). The Company and the Executive may be referred to herein as the “parties.”

 

Recitals

 

WHEREAS, the Company currently employs Executive as President and Chief Executive Officer under that certain Employment Agreement dated effective as of February 28, 2019 (“Agreement”);

 

WHEREAS, the Company and the Executive desire to extend the term of employment of Executive as President and Chief Executive Officer upon the terms and conditions set forth in the Agreement;

 

WHEREAS, Section 3 of the Agreement provides that the Agreement may be extended for an additional period of up to one year by the parties’ mutual written agreement; and

 

NOW, THEREFORE, in consideration of the foregoing recitals, premises and mutual covenants contained herein and in the Agreement, and intending to be legally bound hereby, the Company and Executive hereby mutually agree as follows:

 

 

1.

The Agreement shall be extended for an additional period of one year (the “Extended Period”) beyond its Initial Term which was set to expire on February 28, 2021. The Term of the Agreement, consisting of the Initial Period, combined with the Extended Period, now shall continue, unless sooner terminated in accordance with the Agreement, until February 28, 2022.

 

 

2.

Except as expressly set forth above, the Agreement will remain in full force and effect, and the parties ratify and confirm the terms thereof.

 

 

 

[Signature Page Follows]

 

1
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement to be effective as of the date first set forth above.

 

 

 

NORTECH SYSTEMS INCORPORATED

 

 

 

 

 

       

 

 

 

 

 

By:

  /s/ Christopher D. Jones

 

 

Name:

  Christopher D. Jones

 

 

Title:

  Sr. Vice President and Chief Financial Officer

 

 

 

 

EXECUTIVE

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jay D. Miller

 

 

 

Jay D. Miller, individually

 

 

 

 

 

 

 

 

 

 

[Signature Page to First Amendment to Employment Agreement]