- Current report filing (8-K)
August 19 2009 - 12:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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)
August 17, 2009
Breeze-Eastern Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-7872
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95-4062211
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(State or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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700 Liberty Ave, Union, New Jersey
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07083
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants
telephone number, including area code
(908) 688-2440
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers
On August 17, 2009, the Company announced the appointment of Donald Michael Harlan, Jr. to the
newly created position of Executive Vice President and Chief Operating Officer of the Company.
Prior to his appointment, Mr. Harlan, 52, served as Chief Executive Officer of Nomad Innovations,
LLC, a business developing turnkey wireless broadband systems. In addition, Mr. Harlan was
formerly President and Chief Operating Officer of Conforma Clad, Inc., a manufacturer of high
performance industrial wear protection. Mr. Harlan was also previously employed by AlliedSignal
Inc., and McKinsey & Company, Inc.
In connection with the appointment, the Company entered into an employment agreement with Mr.
Harlan effective August 17, 2009. The agreement provides for an annual base salary of $260,000,
which will be reviewed annually by the board of directors, and for a minimum bonus of $78,000 for
the Companys current fiscal year ending March 31, 2010. The agreement provides that 15% of the
bonus will be paid in common stock of the Company. Mr. Harlan will also receive an option to
purchase 100,000 shares of the Companys common stock at the closing price on the date immediately
preceding the effective date of his employment agreement, with one-third of the option grant
becoming exercisable on each of the first, second and third anniversaries of his employment
agreement; the term of the option is 10 years, subject to earlier termination in the event of
certain conditions. Mr. Harlan will also be eligible to participate in the Companys incentive and
benefit plans under the same terms and conditions applicable to other executives of the Company.
If Mr. Harlans employment is terminated by the Company without cause at any time within the first
two years of employment, he will be entitled to receive severance pay equal to one years base
salary, exclusive of bonuses, and the continuation of employee benefits for a period of one year.
In the event of a change in control and termination or resignation for good reason in connection
therewith within 24 months of the change in control, Mr. Harlan will be entitled to receive a cash
payment equal to two years base salary and the average of any bonuses for two years. In addition,
the vesting of all stock options and restricted shares granted would accelerate upon a change in
control.
Reference is made to the Companys press release, dated August 17, 2009 and attached hereto as
Exhibit 99.1 to this Form 8-K, the subject of which is the appointment of Mr. Harlan as Chief
Operating Officer of the Company.
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information. None
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(c) Shell Company Transactions. Not applicable.
(d) Exhibits
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Exhibit
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Description
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99.1
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Press Release of the Company dated August 17, 2009.
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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.
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BREEZE-EASTERN CORPORATION
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By:
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/s/ Joseph F. Spanier
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Joseph F. Spanier, Executive Vice President,
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Chief Financial Officer and Treasurer
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Date: August 19, 2009
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