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
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Date of Report (Date of Earliest Event Reported):
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October 30, 2019
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BK Technologies Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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83-4064262
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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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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(321) 984-1414
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N/A
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Former name or former address, if changed since last
report
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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:
[ ] 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:
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Title
of Each Class
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Trading
Symbol(s)
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Name of
Each Exchange on Which Registered
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Common
Stock, par value $.60 per share
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BKTI
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NYSE
American
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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
October 30, 2019, the Board of Directors (the “Board”)
of BK Technologies Corporation (the “Company”)
appointed Branko Avanic, then Senior Vice President of Engineering
of BK Technologies, Inc. (“BK Technologies”), a
wholly-owned operating subsidiary of the Company, as Chief
Technology Officer, effective immediately. Mr. Avanic succeeds
James R. Holthaus, then Chief Technology Officer, who will serve as
Senior Vice President, P25 Product Solutions and Marketing of BK
Technologies, effective immediately. A press release regarding the
management team is filed as Exhibit 99.1 to this Current Report on
Form 8-K (this “Current Report”).
Mr.
Holthaus’ compensation remains unchanged. A copy of the
amendment to his employment agreement (the “Amendment”)
is filed as Exhibit 10.1 to this Current Report and is incorporated
herein by reference. The foregoing description of the Amendment is
a summary only, does not purport to be complete, and is qualified
in its entirety by reference to the full text of the
Amendment.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
First Amendment,
approved October 30, 2019, to Employment Agreement, executed March
20, 2019, by and between BK Technologies, Inc. and James R.
Holthaus.
Press Release dated
October 31, 2019.
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.
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BK
TECHNOLOGIES CORPORATION
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Date: October 31,
2019
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By:
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/s/ William P.
Kelly
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William P.
Kelly
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Executive Vice
President and
Chief Financial
Officer
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Exhibit 10.1
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this
“First
Amendment”) is made and
entered into as of October 29, 2019 by and between BK Technologies,
Inc., a Nevada corporation (the “Company”),
and James R. Holthaus, an individual (the
“Employee”).
WHEREAS, the parties entered into an Employment
Agreement dated as of March 5, 2019 (the “Employment
Agreement”);
and
WHEREAS,
the parties desire to amend the Employment Agreement as set forth
herein.
NOW,
THEREFORE, the parties hereby agree as follows:
1. Definitions.
All capitalized terms not otherwise defined in this First Amendment
shall have the meanings given to them in the Employment
Agreement.
2. Amendments.
(a) Amendment
of Capitalized Term. The
capitalized term “Executive” that first appears in the
preamble of the Employment Agreement and thereafter appears
throughout the Employment Agreement is hereby amended by
substituting in lieu thereof the capitalized term
“Employee” in each and every instance where
appears.
(b) Amendment
to Section 2.1. Section 2.1 of
the Employment Agreement is hereby amended and restated in its
entirety by substituting in lieu thereof the
following:
2.1 Title
and Duties. The Employee shall
serve as Senior Vice President, P25 Product Solutions &
Marketing of the Company and shall perform such duties as may be
assigned to him from time to time by the President of the Company.
The Employee shall report to the President of the Company in
carrying out the Employee’s duties.
(c) Amendment
to Last Sentence of Section 4.1. The last sentence of Section 4.1 of the Employment
Agreement is hereby amended and restated in its entirety by
substituting in lieu thereof the following:
The
Base Salary will be subject to annual review and adjustment by the
Company based upon the Employee’s performance.
(d) Amendment
to Section 4.2. Section 4.2 of
the Employment Agreement is hereby amended and restated in its
entirety by substituting in lieu thereof the
following:
4.2 Annual
Bonus. Commencing with respect
to the Company’s 2019 fiscal year, the Employee will be
eligible to receive a bonus, payable in cash or through equity in
the Company, as determined by the Company. The bonus will be
subject to the achievement of performance metrics, goals,
objectives and/or other criteria as determined by the Company. Any
stock options in the Company will vest over a period of five years
from the date of grant, and will be nonqualified options under the
federal tax laws. Any equity award shall be evidenced by and
subject to the terms and conditions of an Award Agreement entered
into between the Company and the Employee.
(e) Amendment
to Section 6. Section 6 of the
Employment Agreement is hereby amended and restated in its entirety
by substituting in lieu thereof the following:
6. Company
Benefit Programs. In addition
to the compensation and the rights provided elsewhere in this
Agreement, the Employee shall be entitled to participate in each
plan of the Company now or hereafter adopted and in effect from
time to time for the benefit of employees of the Company, to the
extent permitted by such plans and applicable law. Nothing in this
Agreement shall limit the Company’s right to amend, modify
and/or terminate any benefit plan, policies or programs at any time
for any reason.
3. Reaffirmation.
Except as expressly amended above, the terms of the Employment
Agreement remain in full force and effect and are hereby
reaffirmed.
4. Governing
Law
. The validity,
interpretation, construction and performance of this First
Amendment will be governed by the laws of the State of Florida,
notwithstanding any conflict of law provision to the
contrary.
5. Counterparts.
This First Amendment may be executed in two or more counterparts,
each of which will take effect as an original and all of which will
evidence one and the same agreement.
[signature page follows]
IN WITNESS WHEREOF,
this First Amendment has been executed
as of the date first above written.
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COMPANY:
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BK TECHNOLOGIES, INC.
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By: /s/ William P.
Kelly
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Name: William P.
Kelly
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Title: EVP &
CFO
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EMPLOYEE:
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/s/ James R.
Holthaus
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JAMES R. HOLTHAUS
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[Signature Page to First Amendment to Employment
Agreement]
Exhibit 99.1
Company Contact:
BK Technologies
Corporation
Timothy Vitou, President
(321) 984-1414
BK Technologies Appoints New Chief Technology Officer
WEST MELBOURNE, FL, October 31, 2019 – BK Technologies
Corporation (NYSE American: BKTI), a holding company with an
operating subsidiary that designs, manufactures and markets two-way
radio communications equipment, today announced the promotion of
Branko Avanic to Chief Technology Officer (CTO) effective
immediately.
Mr.
Avanic joined BK in August 2019 as Senior Vice President of
Engineering; bringing to BK over 30 years of leading-edge product
development expertise with a prominent manufacturer in the land
mobile radio industry. He holds a PhD in electrical engineering
from the University of Miami and owns 29 U.S. Patents. In his new
role, Mr. Avanic is responsible for the entirety of BK’s
engineering activities. His primary near-term focus, however, is to
direct and complete the Company’s development of
high-performance, fully-featured, multi-band products.
James
Holthaus, formerly the Company’s CTO, has been appointed to
the newly created position of Senior Vice President – P25
Product Solutions and Marketing, responsible for product definition
and market analysis with a focus on development of BK’s P25
mobile and portable radio markets. Mr. Holthaus has served the
Company in several capacities since joining the Company in 1997,
and has also been an active contributor in the development and
evolution of land mobile radio products and the P25 digital radio
standards.
BK
President Tim Vitou commented, “We are very excited to have
Branko on our executive team. He is a highly accomplished leader in
the LMR industry and brings the talent, vision and experience that
we believe will ultimately yield highly competitive new products
that should serve as the foundation for expanded market
share.”
Mr.
Vitou continued, “We are also pleased to deploy Jim’s
experience and talents to fulfill an important new role, which will
play an integral part in setting the course for BK’s
strategic technology and product roadmap for the
future.”
About BK Technologies
BK
Technologies Corporation is an American holding company deeply
rooted in the public safety communications industry, with its
operating subsidiary manufacturing high-specification
communications equipment of unsurpassed reliability and value for
use by public safety professionals and government agencies. BK
Technologies is honored to serve our public safety heroes with
reliable equipment when every moment counts. The Company’s
common stock trades on the NYSE American market under the symbol
“BKTI”. Maintaining its headquarters in West Melbourne,
Florida, BK Technologies can be contacted through its web site at
www.bktechnologies.com or directly at 1-800-821-2900.
Forward-Looking Statements
This press release contains certain forward-looking statements that
are made pursuant to the “Safe Harbor” provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements concern the Company’s operations,
economic performance and financial condition and are based largely
on the Company’s beliefs and expectations. These statements
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors and risks
include, among others, the following: changes or advances in
technology; the success of our land mobile radio product line;
successful introduction of new products and technologies;
competition in the land mobile radio industry; general economic and
business conditions, including federal, state and local government
budget deficits and spending limitations and any impact from a
prolonged shutdown of the U.S. Government; the availability, terms
and deployment of capital; reliance on contract manufacturers and
suppliers; heavy reliance on sales to agencies of the U.S.
government; allocations by government agencies among multiple
approved suppliers under existing agreements; our ability to comply
with U.S. tax laws and utilize deferred tax assets; retention of
executive officers and key personnel; our ability to manage our
growth; our ability to identify potential candidates for, and
consummate, acquisition, disposition or investment transactions,
and risks incumbent to being a noncontrolling interest stockholder
in a corporation; impact of our capital allocation strategy;
government regulation; our business with manufacturers located in
other countries, including changes in the U.S. Government and
foreign governments’ trade and tariff policies; our inventory
and debt levels; protection of our intellectual property rights;
fluctuation in our operating results; acts of war or terrorism,
natural disasters and other catastrophic events; any infringement
claims; data security breaches, cyber-attacks and other factors
impacting our technology systems; availability of adequate
insurance coverage; maintenance of our NYSE American listing; and
the effect on our stock price and ability to raise equity capital
of future sales of shares of our common stock. Certain of these
factors and risks, as well as other risks and uncertainties, are
stated in more detail in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018 and in the
Company’s subsequent filings with the SEC. These
forward-looking statements are made as of the date of this press
release, and the Company assumes no obligation to update the
forward-looking statements or to update the reasons why actual
results could differ from those projected in the forward-looking
statements.
