Current Report Filing (8-k)
September 30 2016 - 8:01AM
Edgar (US Regulatory)
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 26, 2016
ENER-CORE,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-37642
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45-0525350
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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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9400
Toledo Way
Irvine, California 92618
(Address
of principal executive offices) (Zip Code)
(949)
616-3300
(Registrant's
telephone number, including area code)
Not
Applicable
(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))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 14, 2014, Ener-Core, Inc. (the “Company”), through its wholly-owned subsidiary Ener-Core Power, Inc., a Delaware
corporation (the “Subsidiary”), entered into a Commercial License Agreement (the “CLA) with the Dresser-Rand
Company (“D-R”). Through September 26, 2016, under the terms and conditions of the CLA and pursuant to the terms of
an Escrow Agreement, dated May 4, 2015, with JPMorgan Chase Bank, N.V., as the escrow agent (the “Escrow Agent”),
D-R has made cash payments into an escrow account in the aggregate amount of $1,600,000, from which it has withdrawn $500,000
for reimbursement of certain engineering costs. Effective as of September 26, 2016, the Company, through its Subsidiary, entered
into a Fourth Amendment to the CLA (the “Fourth Amendment”), which authorizes the Escrow Agent to release the remaining
$1,100,000 to the Company, through its Subsidiary, or its assigns. The Fourth Amendment is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Fourth Amendment does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 26, 2016, the Company’s stockholders approved an amendment (the “2015 Plan Amendment”) to the
Ener-Core, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan Amendment increased the number of
shares authorized under the 2015 Plan from 300,000 to 600,000 shares of the Company’s common stock. As described in
Item 5.07 below, the Company’s stockholders approved the 2015 Plan Amendment at the Company’s 2016 Annual Meeting
of Stockholders held on September 26, 2016 (the “Annual Meeting”). The 2015 Plan Amendment is attached as Exhibit
10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the 2015 Plan
Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
September 26, 2016, the Company’s stockholders approved four proposals that were presented at the Annual Meeting, a description
of which may be found in the Company’s Proxy Statement (the “Proxy Statement”). Of the 3,785,216 shares of Common
Stock outstanding as of the record date, 1,919,192 shares were represented at the Annual Meeting, which constituted a quorum.
The final voting results of the four proposals are set forth below.
Proposal
1—Election of Directors
All
of the six nominees identified in Proposal 1 as described in the Proxy Statement were elected. The voting results for the election
of directors are as follows:
Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Alain
J. Castro
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1,117,404
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38,661
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763,127
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Michael
J. Hammons
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970,613
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185,452
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763,127
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Stephen
Markscheid
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1,123,155
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32,910
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763,127
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Jeffrey
A. Horn
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1,078,843
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77,222
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763,127
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Bennet
P. Tchaikovsky
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1,089,298
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66,767
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763,127
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Ian
C. Copeland
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1,141,645
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14,420
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763,127
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Proposal
2—Ratification of Independent Registered Public Accounting Firm
The
proposal seeking ratification of the appointment of SingerLewak LLP as the Company’s independent registered public accounting
firm was approved by the Company’s stockholders. The voting results are as follows:
Votes
For
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1,913,431
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Votes
Against
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1,060
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Abstentions
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4,701
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Proposal
3—Approval of an Amendment to the Ener-Core, Inc. 2015 Omnibus Incentive Plan
The
proposal seeking approval of an amendment to the 2015 Plan was approved by the Company’s stockholders. The voting results
are as follows:
Votes
For
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1,102,268
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Votes
Against
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30,244
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Abstentions
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23,553
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Broker
Non-Votes
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763,127
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Proposal
4—Advisory Vote to Approve Executive Compensation
The
proposal seeking approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
was approved by the Company’s stockholders. The voting results are as follows:
Votes
For
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1,107,977
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Votes
Against
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26,152
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Abstentions
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21,936
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Broker
Non-Votes
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763,127
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No other items
were presented for stockholder approval at the Annual Meeting.
Item 8.01 Other
Events.
On
September 26, 2016, the Company issued a press release regarding the execution of the Fourth Amendment, which is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Commercial License Agreement, dated September 26, 2016, between Ener-Core Power, Inc. and Dresser-Rand Company
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10.2
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First
Amendment to Ener-Core, Inc. 2015 Omnibus Incentive Plan
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99.1
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Press
Release, dated September 26, 2016
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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 hereunto duly authorized.
Dated: September
30, 2016
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ENER-CORE, Inc.
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By:
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/s/
Domonic J. Carney
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Domonic
J. Carney
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Commercial License Agreement, dated September 26, 2016, between Ener-Core Power, Inc. and Dresser-Rand Company
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10.2
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First
Amendment to Ener-Core, Inc. 2015 Omnibus Incentive Plan
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99.1
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Press
Release, dated September 26, 2016
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5