Current Report Filing (8-k)
May 15 2018 - 10:32AM
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):
May 10, 2018
CyberOptics
Corporation
(Exact
name of registrant as specified in its charter)
Minnesota
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(0-16577)
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41-1472057
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(State or other jurisdiction
of
incorporation or organization)
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Commission File No.
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(I.R.S. Employer
Identification No.)
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5900 Golden Hills
Drive
Minneapolis, Minnesota
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55416
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(Address of principal
executive offices)
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(Zip Code)
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(763)
542-5000
(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):
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
☐
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Emerging growth company
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☐
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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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(d) As
disclosed below in Item 5.07, the shareholders of CyberOptics Corporation (“CyberOptics”) adopted certain amendments
to the CyberOptics Corporation 1992 Employee Stock Purchase Plan, as previously amended (the “ESPP”). The amendments
(the “Amendments”) (i) increased the number of shares of CyberOptics common stock that may be issued under the ESPP
by 150,000, and (ii) extended the termination date of the ESPP to August 1, 2028. As a result of the Amendment, the maximum number
of shares that may be sold under the ESPP from the inception date thereof will not exceed 1,200,000.
The
ESPP reserves shares of CyberOptics common stock for sale to participating employees at the lower of 85% of the fair market value
of CyberOptics common stock on the first business day, or the last business day, of the applicable purchase period. Under the
terms of the ESPP, purchase periods begin on the first business day of August of each year and end on the last business day of
July of the following year.
Participating
employees may direct CyberOptics to make payroll deductions of between 1% and 10% of their compensation during a purchase period
that will be applied to the purchase of shares under the ESPP, but may not invest more than $6,500 to acquire shares of CyberOptics
common stock through the ESPP during any purchase period. Participants may withdraw from the ESPP at any time, although no employee
may enroll again after a withdrawal until commencement of the next purchase period. No participant may purchase more than 10,000
shares or shares having a market value exceeding $25,000 under the ESPP during any purchase period. If total purchases during
a purchase period would result in the sale of more than 100,000 shares under the ESPP, each participant is allocated a pro rata
portion of the 100,000 shares that may be sold in the purchase period.
Any
U.S. employee of CyberOptics (other than employees who have been employed fewer than six months or whose customary employment
is less than 20 hours a week or five months during any calendar year) is eligible to participate in the ESPP, provided that no
employee who holds more than 5% of the shares of outstanding CyberOptics common stock may participate.
A
copy of the ESPP, as amended and restated to give effect to the Amendments, is attached as Exhibit 4.1 to this current report
on Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security Holders.
CyberOptics
held its annual meeting of shareholders on May 10, 2018. At the meeting, each of Craig D. Gates, Dr. Subodh K. Kulkarni,
Irene M. Qualters, Michael M. Selzer, Jr. and Dr. Vivek Mohindra were elected as directors to serve until the annual shareholder
meeting in 2019 or until their successors are elected and qualify. The shareholders of CyberOptics approved amendments to the
1992 Employee Stock Purchase Plan, as amended, to increase the number of shares that may be issued under the plan by 150,000,
and to extend the termination date of the plan to August 1, 2028. The shareholders approved, on a nonbinding advisory basis, compensation
for our executive officers, and ratified the appointment of Grant Thornton LLP as CyberOptics’ independent registered public
accounting firm for the year ending December 31, 2018.
As
of the March 30, 2018 record date for the meeting, there were 7,005,936 shares of common stock issued and outstanding and 5,796,684
shares were represented at the annual meeting. The voting results were as follows:
1.
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To elect five directors to serve until the annual
meeting in 2019.
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For
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Withheld
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Broker
Non-Votes
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Craig
D. Gates
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4,034,543
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54,673
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1,707,468
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Dr.
Subodh K. Kulkarni
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4,067,292
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21,924
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1,707,468
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Irene
M. Qualters
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3,910,389
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178,827
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1,707,468
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Michael
M. Selzer, Jr.
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3,904,664
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184,552
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1,707,468
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Dr.
Vivek Mohindra
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4,081,858
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7,338
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1,707,468
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2.
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To approve amendments to the CyberOptics Corporation
1992 Employee Stock Purchase Plan.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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3,943,843
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130,114
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15,259
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1,707,468
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3.
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To approve, on a non-binding advisory basis,
the compensation to our executive officers.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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4,009,010
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53,009
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27,197
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1,707,468
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4.
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To ratify the appointment of Grant Thornton
LLP as our independent registered public accounting firm.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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5,670,908
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118,523
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7,253
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0
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Consistent
with the prior vote on the desired frequency of the non-binding shareholder vote on the compensation of executives, the Board
of Directors of CyberOptics has determined to include the vote on executive compensation annually in its proxy materials until
the next required vote on the frequency of such vote.
Item
9.01. Financial Statements and Exhibits
Exhibit 4.1 CyberOptics Corporation 1992 Employee Stock Purchase Plan, as amended and restated through May 10, 2018.
SIGNATURES
Pursuant
to the requirements of the Securities and 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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CYBEROPTICS CORPORATION.
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By
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/s/ JEFFREY
A. BERTELSEN
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Jeffrey A. Bertelsen, Chief Financial
Officer
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Dated: May
15, 2018
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