Current Report Filing (8-k)
May 11 2017 - 4:35PM
Edgar (US Regulatory)
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): May 11, 2017
CLEARSIGN COMBUSTION CORPORATION
(Exact name of registrant as specified
in Charter)
Washington
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001-35521
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26-2056298
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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12870 Interurban Avenue South
Seattle, Washington 98168
(Address of Principal Executive Offices)
206-673-4848
(Issuer Telephone number)
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 CFR240.14a-12)
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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-(c) under the Exchange Act (17 CFR 240.13(e)-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
x
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 1.01
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Entry into a Material Definitive Agreement.
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The information included at Item 5.02 below
describing the Separation Agreement and General Release and the Consulting Agreement entered into by ClearSign Combustion Corporation
(the “Company”) and James N. Harmon is incorporated herein to the extent required by this Item 1.01.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective on May 11, 2017 (the “Effective
Date”), James N. Harmon, the Company’s Chief Financial Officer, Treasurer, and Secretary, resigned from his positions
to pursue other interests.
On the Effective Date, Brian G. Fike, the
Company’s Controller, was appointed as interim Chief Financial Officer, interim Treasurer and interim Secretary until a permanent
successor is appointed. There is no family relationship between Mr. Fike and the Company’s officers and directors. Other
than as described herein, Mr. Fike and the Company have not entered into any transaction, nor is any transaction proposed, which
would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Fike, age 48, was appointed as the Company’s
Controller in January 2016. Prior to joining the Company, from March 2001 to January 2016 Mr. Fike was employed by Darigold, Inc.,
a $2.3 billion dairy manufacturing co-op of 500 member farmers, where he successively held the positions of Plant Controller, Accounting
and Finance Manager, Strategy Manager and Regional Controller. Prior to his career at Darigold, Mr. Fike held similar positions
in the specialty foods and industrial automation industries. Mr. Fike also served eight years in the U.S. Naval Reserve. Mr. Fike
holds a BBA in Accountancy from Boise State University and an MBA from the University of Washington.
As compensation for the services he will
provide, Mr. Fike will be paid annual compensation in the amount of $120,000.
In conjunction with his resignation, Mr.
Harmon and the Company entered into a Separation Agreement and General Release. In exchange for the Company’s waiver of its
right to repurchase 20,833 shares of common stock granted to Mr. Harmon on February 10, 2017, Mr. Harmon released the Company from
any and all claims arising from or relating to his employment with the Company or the termination thereof, among other matters.
Mr. Harmon and the Company also entered
into a Consulting Agreement on the Effective Date. Pursuant to the Consulting Agreement, Mr. Harmon has agreed to provide services
to the Company, when and as needed, until April 30, 2018. Mr. Harmon will be compensated at the rate of $200 per hour for the services
provided.
The above descriptions of the Separation
Agreement and General Release and the Consulting Agreement are qualified in their entirety by the full text of those documents,
which are attached as exhibits to this Current Report and incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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On May 11, 2017 the Company issued a press
release announcing the results for the quarter ended March 31, 2017 and disclosing Mr. Harmon’s resignation. The press release
is included as Exhibit 99.1 to this Current Report and is incorporated by reference in its entirety into this Item 7.01.
The press release is furnished under this
Item 7.01 and shall not be deemed filed with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. The information contained in the press release shall not be incorporated by reference into any
filing the Company makes regardless of general incorporation language in the filing, unless expressly incorporated by reference
in such filing.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit 10.1 Separation Agreement and
General Release dated May 11, 2017
Exhibit 10.2 Consulting Agreement dated
May 11, 2017
Exhibit 99.1 Press Release issued May 11, 2017
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 11, 2017
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CLEARSIGN COMBUSTION CORPORATION
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By:
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/s/ Stephen E. Pirnat
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Stephen E. Pirnat
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 10.1
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Separation Agreement and General Release dated May 11, 2017
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Exhibit 10.2
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Consulting Agreement dated May 11, 2017
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Exhibit 99.1
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Press Release issued May 11, 2017
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