Current Report Filing (8-k)
March 05 2018 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
February 27, 2018
Solitron
Devices, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
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001-04978
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22-1684144
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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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3301 Electronics Way, West Palm Beach, Florida
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33407
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(Address of Principal Executive Offices)
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(Zip Code)
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(561)
848-4311
(Registrant’s Telephone Number, Including
Area Code)
(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))
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. ☐
Section 2 – Financial Information
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Item 2.02.
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Results of Operations and Financial Condition.
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On February 27, 2018, Solitron Devices, Inc.
(“Solitron” or the “Company”) issued a press release announcing preliminary financial results for the third
quarter and nine months of fiscal year 2018 ended November 30, 2017. Solitron also provided an update on the status of its inventory
adjustment, including that the Audit Committee has determined it is appropriate to conduct an investigation pertaining to certain
matters relating to the Company's historical inventory reserves. A copy of the press release is furnished hereto as Exhibit 99.1.
Section 5 – Corporate Governance
and Management
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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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On February 27, 2018, the Company entered
into an employment agreement with Mr. Mark Matson, the Company's President and Chief Operating Officer, effective as of February
27, 2018 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Matson will serve as President and
Chief Operating Officer of the Company for a term of three years with automatic one-year renewal periods unless either party gives
written notice of such party's election not to renew the Employment Agreement at least 120 days prior to the end of the term.
Under the terms of the Employment Agreement,
Mr. Matson is entitled to an annual base salary of $160,000, which may be increased as determined by the Compensation Committee
or Board of Directors. Mr. Matson will also receive a grant of an option exercisable for 220,000 shares of Company common stock,
subject to shareholder approval of the stock incentive plan pursuant to which the grant is made. One-half of the option shall vest
and become exercisable on the first anniversary of the Effective Date with an exercise price of $4.25 or the fair market value
on the date of grant, one-quarter of the option shall vest and become exercisable on the second anniversary of the Effective Date
with an exercise price equal to the greater of $5.00 or the fair market value on the grant date, and one-quarter of the option
shall vest and become exercisable on the third anniversary of the Effective Date with an exercise price equal to the greater of
$5.00 or the fair market value on the grant date. The Employment Agreement provides Mr. Matson with numerous benefits, including
health insurance coverage for Mr. Matson and his qualified dependents, disability insurance with a maximum benefit of 80% of his
base salary for a 36-month period, life insurance in the amount of $1,000,000, a vehicle allowance not to exceed $1,250 per month,
the use of a Company apartment or house (which will also be used by other Company employees, contractors, and consultants), reimbursement
for monthly cellular charges, paid vacation for three weeks, and such additional benefits and perquisites provided to similar situated
employees.
In the event of a termination by the
Company without cause (as defined in the Employment Agreement), which includes a non-renewal by the Company, Mr. Matson will be
entitled to severance in the amount of three times his base salary and reimbursement for the monthly COBRA premium for a 36-month
period. Additionally, any unvested options held by Mr. Matson will vest immediately upon a termination by the Company without cause.
Mr. Matson has agreed to certain confidentiality,
non-compete and non-solicitation covenants in the Employment Agreement. Mr. Matson has also agreed to license to the Company his
Accountable, Collaborative and Transparent system (the “ACT System”) in return for the Company taking commercially
reasonable measures to obtain one or more intellectual property registrations for the ACT System.
The above summary of the Employment
Agreement for Mr. Matson is qualified in its entirety by reference to the Employment Agreement filed herewith as Exhibit 10.1
and incorporated herein by reference.
Section 7 – Regulation FD
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Item 7.01
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Regulation FD Disclosure.
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The information set forth under “Item
2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K is incorporated by reference into
this Item 7.01.
Section 9 – Financial Statements and Exhibits
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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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SOLITRON DEVICES, INC.
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March 5, 2018
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/s/ Tim Eriksen
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Tim Eriksen
Chief Executive
Officer and Interim Chief Financial
Officer
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