Northern Technologies International Corp - Current report filing (8-K)
November 21 2007 - 8:00AM
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):
November 16, 2007
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NORTHERN TECHNOLOGIES
INTERNATIONAL
CORPORATION
(Exact name
of registrant as specified in its charter)
Delaware
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001-11038
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41-0857886
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(State or Other Jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
Identification
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Incorporation)
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Number)
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4201 Woodland Road
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P.O. Box 69
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55014
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Circle Pines, Minnesota
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(Address of Principal Executive
Offices)
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(Zip
Code)
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(763) 225-6600
(Registrants Telephone Number, Including Area
Code)
N/A
(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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o
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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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Section 5 Corporate Governance and
Management
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(b) On
November 20, 2007, Dr. Barry Rosenbaum informed the Board of Directors of
Northern Technologies International Corporation that he will not stand for
re-election as a director at NTICs next annual meeting of stockholders. Dr.
Rosenbaum will continue as a director until the next annual meeting of
stockholders of NTIC to be held on January 24, 2008.
(e) On
November 16, 2007, the Board of Directors of Northern Technologies International
Corporation, upon recommendation of the Compensation Committee, approved the
amount and payment of annual incentive bonuses to NTICs executive officers for
fiscal year ended August 31, 2007. The bonuses are to be paid one-half in cash
and one-half in shares of NTIC common stock. The shares of NTIC common stock to
be issued to NTICs executive officers will be issued under the Northern
Technologies International Corporation 2007 Stock Incentive Plan. The table
below shows the total amount of bonus to be paid to each of NTICs executive
officers and the portion of the bonus to be paid in cash and shares of NTIC
common stock. The number of shares of common stock was determined by dividing
the dollar amount of one-half of the total bonus by $9.95, which represents the
closing sale price of NTIC common stock on November 16, 2007, as reported by The
American Stock Exchange.
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Portion of
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Portion of Fiscal
2007
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Name of
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Fiscal 2007 Bonus
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Bonus Paid in NTIC
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Total Amount
of
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Executive
Officer
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Paid in Cash
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Common Stock
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Fiscal 2007
Bonus
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G. Patrick Lynch
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$61,827
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$61,827
(6,214
shares)
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$123,654
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Matthew C. Wolsfeld
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$47,184
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$47,184
(4,742
shares)
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$ 94,368
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Donald A. Kubik
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$35,883
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$35,883
(3,606
shares)
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$ 71,766
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Section 8 Other Events
Item 8.01. Other Events
On
November 16, 2007, the Board of Directors of Northern Technologies International
Corporation set the date, time and place for its 2008 annual meeting of
stockholders as January 24, 2008 at 4:00 p.m., Central time, at NTICs corporate
headquarters located at 4201 Woodland Road, Circle Pines, Minnesota 55014. NTIC
stockholders of record at the close of business on November 30, 2007 will be
entitled to notice of and to vote at the meeting or any adjournment of the
meeting.
On
November 21, 2007, the Board of Directors of Northern Technologies International
Corporation nominated the following seven individuals, all of whom are current
directors of NTIC, to serve as NTICs directors until the next annual meeting of
NTICs stockholders or until their successors are elected and qualified: Mr.
Pierre Chenu, Dr. Donald A. Kubik, Dr. Sunggyu Lee, Mr. G. Patrick Lynch, Mr.
Mark M. Mayers, Dr. Ramani Narayan and Mr. Mark J. Stone.
The only
items of businesses expected to be acted upon at the 2008 annual meeting of
NTICs stockholders will be the election of directors and the ratification of
the selection of Virchow Krause & Company LLP as NTICs independent
registered public accounting firm for the fiscal year ending August 31, 2007.
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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NORTHERN TECHNOLOGIES
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INTERNATIONAL CORPORATION
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By:
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Matthew C. Wolsfeld
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Chief Financial Officer
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Dated:
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November 21, 2007
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