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): July 16, 2015
 
Electro Rent Corporation
(Exact Name of Registrant as Specified in Charter)
 
California
0-9061
95-2412961
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
6060 Sepulveda Boulevard, Van Nuys, CA
91411-2501
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (818) 787-2100
 
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):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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; Compensatory Arrangements of Certain Officers.
 
On July 16, 2015, Craig Jones, our Chief Financial Officer, submitted his resignation to our Board of Directors. Mr. Jones plans to retire, following a 26-year career with Electro Rent Corporation. The resignation will be effective on August 31, 2015. Mr. Jones will continue to serve as our Chief Financial Officer until that date, during which time we expect to complete our year-end audit and file our Annual Report on Form 10-K.

In recognition of Mr. Jones’ service to our company, our Board of Directors determined at its meeting on July 16, 2015 that, notwithstanding Mr. Jones’ voluntary resignation, the company will pay Mr. Jones the severance benefits specified in his employment agreement in accordance with the terms and conditions of that agreement. The severance benefits include: a payment in the amount of Mr. Jones’ annual base salary of $251,825, which will be paid in one lump sum on the 60th day after Mr. Jones’ resignation is effective; a share of the current year bonus pool payable in a lump sum when we pay our other bonuses, which share will be calculated as (a) the total amount of the current year executive bonus pool, times (b) the percentage of last year’s total executive bonus pool that Mr. Jones received, times (c) the percentage of the current year that elapsed at the time the resignation is effective; and reimbursement for COBRA coverage for COBRA payments made by Mr. Jones during the 12 month period after the effective date of Mr. Jones’ resignation.

On the effectiveness of Mr. Jones’ resignation, Allen Sciarillo, age 50, will assume the roles of Acting Chief Financial Officer, principal accounting officer and principal financial officer. Mr. Sciarillo has served as our VP Finance since February 12, 2015 and our Controller since he joined our company in 2006. Prior to joining Electro Rent Corporation, Mr. Sciarillo served as Chief Financial Officer of Dial Thru International Corporation, InterPacket Networks and RSL COM USA. Mr. Sciarillo began his career in public accounting with Deloitte & Touche. Mr. Sciarillo earned his B.S. in Accounting from California State University, Northridge and is a Certified Public Accountant.
Item 9.01.
Financial Statements and Exhibits.
 

(d) Exhibits.

99.1 Press release dated July 20, 2015.
 
 
 
 









SIGNATURES
 
Pursuant to the requirement 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.
 
 
 
 
Electro Rent Corporation
 
 
 
 
Date: July 21, 2015
By:  
/s/ Daniel Greenberg
 
 
Daniel Greenberg
 
 
Chief Executive Officer
 
 
 
 











Exhibit 99.1
FOR IMMEDIATE RELEASE
 
For more information, contact:
Daniel Greenberg, Chairman and CEO
Electro Rent Corporation
818-786-2525

Roger Pondel/Laurie Berman
PondelWilkinson Inc.
310-279-5980
pwinvestor@pondel.com
 

Electro Rent Announces CFO Retirement
 
 
 
 
 

VAN NUYS, Calif. - July 20, 2015 - Electro Rent Corporation (Nasdaq: ELRC) today announced that Craig Jones, 69, the company’s Chief Financial Officer, is retiring effective August 31, after a 26-year career with the company. He will provide consulting services to Electro Rent, as needed.

Allen Sciarillo, 50, Electro Rent’s Vice President, Finance will become acting CFO. Sciarillo has nearly 30 years of finance and accounting experience and has been with Electro Rent since 2006.

“Craig has been an integral part of our team for more than two decades. As he leaves Electro Rent to travel the world and spend more time with his family, we wish him well,” said Daniel Greenberg, Chairman and CEO of Electro Rent.

About Electro Rent
Electro Rent Corporation (www.ElectroRent.com) is one of the largest global organizations devoted to the rental, leasing and sales of general purpose electronic test equipment, personal computers and servers.

“Safe Harbor” Statement
Except for the historical statements and discussions in this press release, Electro Rent’s statements above constitute forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect Electro Rent’s management’s current views with respect to future events and financial performance. You should not put undue reliance on these statements. When used, the words “expect” and “will” and other similar expressions identify forward looking statements. These forward-looking statements are subject to certain risks and uncertainties. The company believes its assumptions are reasonable; nonetheless, it is likely that at least some of these assumptions will not come true. Accordingly, Electro Rent’s actual results will probably differ from the outcomes contained in any forward-looking statement, and those differences could be material. Factors that could cause or contribute to these differences include, among others, those risks and uncertainties discussed in Electro Rent’s periodic reports on Form 10-K and 10-Q and in its other filings with the Securities and Exchange Commission. Should one or more of the risks discussed, or any other risks, materialize, or should one or more of our underlying assumptions prove incorrect, Electro Rent’s actual results may vary materially from those anticipated, estimated, expected or projected. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. Electro Rent undertakes no obligation to update or revise any forward-looking statements.

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