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): December 31, 2015
Enerpulse
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
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000-54092 |
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27-2969241 |
(State
or other jurisdiction |
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(Commission |
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(IRS
Employer |
of
incorporation) |
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File
Number) |
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Identification
No.) |
2451
Alamo Ave SE Albuquerque, New Mexico 87106
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code: (505) 842-5201
(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 (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 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Definitive Material Agreement
Separation Agreement – Joseph E. Gonnella
On December 31, 2015, Enerpulse Technologies,
Inc., a Nevada corporation (the “Company”) entered into a Separation Agreement (the “Separation Agreement”)
with Mr. Joseph E. Gonnella, pursuant to which Mr. Gonnella’s employment with the Company terminated effective December
31, 2015 . In full satisfaction of all amounts owed to Mr. Gonnella for his services and for certain releases and indemnities
provided for under the Separation Agreement, Mr. Gonnella shall receive severance in the form of an option to purchase up to 350,000
shares of the Company’s common stock, at an exercise price of $0.10 per share, vesting in eight quarterly increments beginning
April 1, 2016, expiring ten years after the date of issuance, all in accordance with the terms of the Separation Agreement.
The foregoing description of the Separation
Agreement is qualified in its entirety by reference to the provisions of the Separation Agreement filed as exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated herein by reference.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Departure
of Officer
Effective
December 31, 2015, the Company, received the resignation of Joseph Gonnella as the Company’s Chief Executive Officer. Mr.
Gonnella announced his retirement but will continue to serve on the Board of Directors of the Company (the “Board”).
(c) Appointment
of Officers
Effective
December 31, 2015, the Board appointed Craig Porter, a member of the Board, as the Executive Chairman of the Board to replace
Mr. Gonnella.
Effective
December 31, 2015, the Board appointed Louis S. Camilli, the founder and current President and Chief Technology Officer of the
Company, as the Company’s interim Chief Executive Officer of the Company, to fill the vacancy created by Mr. Gonnella’s
resignation.
Mr.
Camilli’s Professional History
Mr.
Camilli has served as the President and Chief Technology officer of the Company since it was founded in May 1998. He is the developer
of the Pulstar® technology in which the Company holds a patent. From December 1994 to May 1998, Mr. Camilli served as president
of HDI Systems, Inc., the incubator for all technology commercialized by the Company, where he developed and patented the first
pulse power ignition devices. None of the aforementioned companies are a parent, subsidiary or affiliate of the Company, except
for Enerpulse, Inc. Mr. Camilli obtained a BA in Mathematics from Texas A&M University in 1968 and was awarded an Honorary
Doctorate from the Mexican Ecological Movement in 1987 for air quality work conducted in Mexico City.
Other
than as described above, Mr. Camilli has not previously held any position with the Company and there is no arrangement or understanding
between Mr. Camilli and any other person(s) pursuant to which he was selected as on officer of the Company. Mr. Camilli has no
family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become
directors or executive officers. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a)
of Regulation S-K.
Mr.
Porter’s Professional History
Mr.
Porter is the founder and President/CEO of The Renaissance Companies, a mid-market commercial general construction firm located
in Scottsdale, Arizona. He founded Renaissance in 1991 capitalizing the start-up with $100,000 of borrowed funds. Under his leadership,
the company grew to revenue in 2007 of 160 million dollars with a ROE of over 147%. During the first ten years of Craig’s
career, he was employed in leadership positions with Bechtel Corporation, Ralph M. Parsons, Perini Building Company, The Trammel
Crow Company, and the Del E. Webb Corporation.
Other
than as described above, Mr. Porter has not previously held any position with the Company and there is no arrangement or understanding
between Mr. Porter and any other person(s) pursuant to which he was selected as on officer of the Company. Mr. Porter has no family
relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors
or executive officers. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation
S-K.
The disclosure set forth under item 1.01 of
this Current Report on Form 8-K is incorporated into this item.
Section
8 – Other Events
Item
8.01 Other Events.
On
January 7, 2016, the Company issued a press release announcing the appointments of Mr. Camilli and Mr. Porter and the resignation
of Mr. Gonnella. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor
shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. Any securities that may be offered in the United
States will be offered only to accredited investors pursuant to Regulation D of the Securities Act.
The
information set forth under Item 8.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing
with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made
before or after the date hereof and irrespective of any general incorporation by reference language in any filing.
Portions
of this report constitute “forward-looking statements” defined by federal law. Although the Company believes any such
statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different.
Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance
is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit |
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No. |
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Description |
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10.1 |
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Separation Agreement, dated December 31, 2015, with
Joseph E. Gonnella |
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99.1 |
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Press
Release |
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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Enerpulse
Technologies, Inc. |
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Date:
January 8, 2016 |
By: |
/s/
Louis S. Camilli |
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Name: |
Louis
S. Camilli |
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Title: |
Chief
Executive Officer |
SEPARATION
AGREEMENT
This
Separation Agreement (this “Agreement”) is entered into as of the 31, day of December, 2015, by and between Enerpulse
Technologies, Inc., hereinafter referred to as the “Company” and Joseph E. Gonnella, hereinafter referred to as the
“Executive.”
WHEREAS,
the Company and the Executive desire to separate;
NOW,
THEREFORE, in consideration of the mutual premises, covenants and agreements set forth below and intending to be legally bound,
the parties hereto agree as follows:
1.
Termination of Employment. The Executive acknowledges that his employment with the Company ceased on December 31, 2015
(the “Employment Termination Date”). On the Effective Date, the Company will grant to the Executive stock options
to purchase 350,000 shares of its Common Stock at an exercise price of $.10 per share, with said options to vest quarterly over
eight (8) quarters beginning April 1, 2016. The options will carry a 10 year expiration, subject to the terms of the Company’s
Stock Option Plan.. The Company will pay the Executive all unpaid wages, accrued vacation and expense reimbursements accrued through
the Employment Termination Date, less withholding taxes and any other deductions required by law. On the Employment Termination
Date, your participation in the Company’s benefit plans ceased, subject to any post-termination benefit rights that you
may have under such plans and in accordance with their terms, applicable law or this Agreement. You will receive, under separate
cover, information regarding your entitlement to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) or applicable state law. The Executive further acknowledges and agrees that: (a) that the Executive shall
take all actions required to effect the Executive’s immediate resignation from all offices held by the Executive with the
Company, including, without limitation, the Executive’s position as an officer of the Company and (b) all prior agreements,
if any, related to the Executive’s employment with the Company are hereby terminated, are null and void and are of no further
force or effect. The Executive will remain a member of the Company’s Board of Directors (the “Board”) until
the next vote of the shareholders of the Company, at which time he may choose to stand for re-election. If the Executive stands
for re-election to the Board but is not re-elected, the then existing unvested Executive stock options granted to the Executive
will immediately vest and the 90-day exercise requirement clause in the Company’s Stock Option Plan held by the Executive
will be waived by the Board.
2.
Non-Disparagement. The Executive shall not make any slanderous, libelous or disparaging remarks, statements, writings,
announcements or conversations of any kind about the Company, its business operations, its affiliates, business plans, or its
employees, officers or directors at any time, and similarly, the Company shall not make any slanderous, libelous or disparaging
remarks, statements, writings, announcements or conversations of any kind about the Executive or his professional or personal
abilities or character. Notwithstanding the foregoing or anything else in this Agreement to the contrary, nothing in this Agreement
shall operate to prevent either party from testifying truthfully under oath in any legal or administrative proceeding.
3.
Release.
(a)
In consideration of and subject to the terms and conditions set out in this Agreement, the Executive, on behalf of himself and
his heirs, representatives, executors, assigns and similar related persons, agree to release and discharge unconditionally the
Company (including any subsidiaries, affiliates and related entities, and all respective officers, directors, employees, benefit
plan administrators and trustees, agents, attorneys, accountants, insurers, representatives, affiliates, successors and assigns,
collectively, the “Releasees”), from any and all claims, actions, causes of action, demands, obligations, expenses,
agreements, lawsuits, liabilities or damages of any kind (including attorneys fees and costs actually incurred) arising from the
Executive’s employment with the Company and his separation from that employment or otherwise, whether known or unknown to
the Executive, which the Executive ever had or now have upon or by reason of any matter, cause or thing, up to and including the
day on which the Executive signs this Agreement (collectively, the “Claims”), and the Executive agrees that
this Agreement constitutes a full, complete and knowing waiver of all such Claims.
(b)
The Claims the Executive is waiving include, but are not limited to, Claims based on Title VII of the Civil Rights Act, the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor
Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and any common
law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or federal
law, regulation or ordinance having any bearing whatsoever on the terms and conditions of your employment and the cessation thereof.
This Agreement is not intended to affect: the Executive’s rights under this Agreement; claims that cannot be waived as a
matter of law; or the Executive’s rights, if any, to post-termination benefits to which you may be entitled under Company
benefit plans and in accordance with their terms.
(c)
The Executive understands and agrees that the Company’s obligations set forth in this Agreement, which the Executive is
not otherwise entitled to, are in lieu of any and all other amounts to which the Executive might be, is now, or may become entitled
to receive from the Company or any Releasee upon any Claim. Without limiting the generality of the foregoing, the Executive understands
and acknowledges that this release of claims includes, but is not limited to, his waiver of all Claims that he may have or assert
to compensation, employment or reinstatement to employment, salary, wages, back pay, front pay, interest, bonuses, contributions
to or vesting in any employee benefit plans, profit sharing and/or equity generally, damages, accrued sick leave, medical benefits,
overtime, attorneys’ fees or costs, and benefits of any kind or any nature arising or derivative from his employment with
the Company, his separation from employment with the Company, or otherwise, including but not limited to those arising in tort,
contract or any statute, except for those expressly provided for in this Agreement and except for post-employment rights, if any,
that he may be entitled to under any of the Company benefit plans and in accordance with their terms.
(d)
Notwithstanding anything to the contrary contained in this Agreement, nothing herein is intended to release or waive the Executive
s rights: (i) under COBRA, (ii) to unemployment insurance benefits (it being understood that the Company shall not contest the
Executive’s application for unemployment insurance benefits), (iii) to any accrued and vested pension benefits, or (iv)
to commence an action to enforce the terms of this Agreement.
4.
ADEA Waiver. The Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination
in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. The Executive acknowledges
that the consideration given for this Agreement is in addition to anything of value to which he is already entitled. The Executive
further acknowledges that he has been advised by this writing that: (i) he should consult with an attorney prior to executing
this Agreement; (ii) he has up to twenty-one (21) days from the date of this Agreement in which to consider this Agreement, although
he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance
of this twenty-one (21) day review period; (iii) he has seven (7) days following his execution of this Agreement to revoke this
Agreement (the “Revocation Period”); (iv) this Agreement, including the ADEA waiver, shall not be effective
until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Executive from challenging
or seeking a determination in good faith of the validity of this waiver under the ADEA. The Executive acknowledges that if he
has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein will
expire by their own terms at such time. The Executive also recognizes that revocation of this Agreement must be in writing and
must be delivered to Craig Porter, the Company’s Chairman of the Board.
5.
Effective Date. This Agreement shall not become effective until the eighth (8th) day following the date on which
the Executive signs this Agreement (the “Effective Date”), as indicated below, provided that the Executive
has not revoked it within the seven-day Revocation Period.
6.
Miscellaneous Provisions.
(a)
The Executive hereby represents and warrants to the Company and the Releasees that he has not filed any action, complaint, charge,
grievance, arbitration or similar proceeding against the Company or the other Releasees. The Executive agrees that he will not
seek or accept any award, damages, recovery or settlement from any source or proceeding pertaining to his employment, his separation
or otherwise. Nothing in this Agreement restricts the Executive’s communications with any law enforcement or government
agency, provided that such communications are consistent with all applicable laws.
(b)
On or before the Termination Date, the Executive agrees to return to the Company all of its property, equipment, credit cards,
documents and records.
(c)
By entering into this Agreement, the Company does not admit, and specifically denies, any liability, wrongdoing or violation of
any law, statute, regulation or policy, and it is expressly understood and agreed that this Agreement is being entered into solely
for the purpose of amicably resolving all matters in controversy of any kind whatsoever concerning the Executive’s employment
and the separation of his employment.
(d)
The Executive acknowledges that, except as expressly set forth herein, this Agreement constitutes the entire agreement between
the Executive and the Company concerning his employment and its separation, and supersedes all prior and contemporaneous oral
and written agreements, understandings and representations, including any oral promises made by anyone at the Company. This Agreement
may not be modified or changed except by written instrument executed by both parties.
(g)
This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, except for such laws
as would require application of the substantive law of another jurisdiction. If any provision in this Agreement is held by any
court to be more restrictive than permitted by applicable law, such provision shall be limited to the extent permitted by law.
If any provision in this Agreement is held by any court to be invalid or unenforceable for any reason, the remaining provisions
shall be construed as if the invalid or unenforceable provision had not been included.
(h)
By signing below, Executive acknowledges that he has read this Agreement, understands its meaning and content, has consulted with
an attorney of Executive’s choice about the Agreement (including the general release in Section 3 (a) hereof, subject to
the exceptions contained therein) and knowingly and voluntarily assents to all of the terms and conditions in this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
Enerpulse
Technologies, Inc. |
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By:
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/s/
Craig S. Porter |
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Craig
S. Porter |
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Executive
Chairman of the Board |
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Date:
01/06/16 |
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EXECUTIVE |
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By:
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/s/
Joseph E. Gonnella |
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JOSEPH
E. GONNELLA |
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Date:
01/06/16 |
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News Release
FOR IMMEDIATE RELEASE
January 7, 2016
Joseph Gonnella Retires as CEO
for Enerpulse Technologies
Craig Porter Appointed Executive Chairman of the Board
Albuquerque, N.M. – January
7, 2015 – Enerpulse Technologies (ENPT), the manufacturer of Pulstar® Plasma Spark Plugs, announced
today that Joseph Gonnella has retired as Chief Executive Officer. Gonnella, with decades of automotive industry experience, will
remain active as a member of the board of directors. Lou Camilli, the founder and current President and Chief Technology Officer
for Enerpulse Technologies, has been appointed interim CEO. Craig Porter, elected to Enerpulse’s board in 2015, has been
appointed as Executive Chairman of the Board and will actively assist Camilli in leading the company into aggressive revenue generation
starting in Q-1, 2016.
Porter
is the founder and President/CEO of The Renaissance Companies, a mid-market commercial general construction firm located in Scottsdale,
Arizona. He founded Renaissance in 1991 capitalizing the start-up with $100,000 of borrowed funds. Under his leadership, the company
grew to revenue in 2007 of 160 million dollars with a ROE of over 147%. During the first ten years of Craig’s career, he
was employed in leadership positions with Bechtel Corporation, Ralph M. Parsons, Perini Building Company, The Trammel Crow Company,
and the Del E. Webb Corporation.
Camilli and Porter will jointly address
the commercial markets, with particular focus on the industrial engine segment where the company expects rapid revenue growth to
be imminent. The action plan, already being implemented, focuses on partnerships with global leaders in engine technology and manufacturing
and growing sales substantially in 2016.
Enerpulse Technologies has pioneered
plasma-assisted combustion delivered in the form of a conventional spark plug. Its Pulstar® spark plug is a breakthrough
that efficiently and cost-effectively reduces exhaust emissions in spark-ignited internal combustion engines; while, at the same
time, improves power output and operating stability. During testing, the company has seen some very exciting field results at
multiple large industrial engine operators. “As Executive Chairman of the Board, my primary focus will be to quickly convert
these co-deployment relationships into revenue generating partnerships,” said Craig Porter.
To fund its revenue and partnership
growth, Enerpulse Technologies has engaged Chardan Capital Markets as its investment banker to explore a potential capital raise.
Chardan is a leading authority on capital solutions for emerging growth companies, raising more than $12.9 billion through more
than 250 transactions since 2003. With sufficient funding, the company expects to be able to enter into a stage of significant
growth and revenue generation, establishing an exciting trajectory in demonstrating the future viability of Enerpulse’s plasma-assisted
combustion spark plug technology.
# # #
Image Attached:
Caption: Craig Porter (left)
has been appointed as Executive Chairman of the Board and will actively assist Enerpulse Technologies interim CEO, Lou Camilli
(right) in leading the company into aggressive revenue generation starting in Q-1, 2016.
Image Link: https://drive.google.com/file/d/0B6mkJYkJY-gUM0p6OEM2dWswYms/view?usp=sharing
About ENERPULSE (ENPT)
Enerpulse Technologies, Inc. is a publicly
traded company headquartered in Albuquerque, N.M. Founded in 2004; the company develops and manufactures ultra-high performance,
low emissions ignition products through the application of pulse power technology. For more information, visit www.enerpulse.com.
Safe Harbor / Forward-Looking Statements
This news release contains “forward-looking
statements” as that term is defined in Section 27(a) of the United States Securities Act of 1933, as amended and Section
21(e) of the Securities Exchange Act of 1934, as amended. Information provided by the Company such as online or printed documents,
publications or information available via its website may contain forward-looking statements that involve risks, uncertainties,
assumptions, and other factors, which, if they do not materialize or prove correct, could cause its results to differ materially
from historical results, or those expressed or implied by such forward-looking statements. All statements, other than statements
of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “planned,”
“expects,” “believes,” “strategy,” “opportunity,” “anticipates,” and
similar words. These statements may include, among others, plans, strategies, and objectives of management for future operations,
financing, marketing and sales; any statements regarding proposed new products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief; and any statements of assumptions underlying any of the foregoing.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including
market conditions, risks associated with the cash requirements of our business and other risks detailed from time to time in our
filings with the Securities and Exchange Commission, and represent our views only as of the date they are made and should not be
relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking
statements.
For further information, contact:
Heather Tausch
Director of Marketing and Communications
505-999-2005
htausch@enerpulse.com