Current Report Filing (8-k)
03 Novembre 2022 - 11:06AM
Edgar (US Regulatory)
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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
1, 2022
BK Technologies
Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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83-4064262
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(IRS Employer
Identification Number)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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(321)
984-1414
(Registrant’s 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 (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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Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, par value $0.60 per share
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BKTI
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NYSE American
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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).
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.
☐
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors of BK Technologies
Corporation (the “Company”) appointed Scott Malmanger, age 66, as
the Chief Financial Officer of the Company. Mr. Malmanger’s
appointment is effective November 7, 2022. Mr. Malmanger has served
as a consultant to the Company since May 31, 2022, and as the
Company’s interim Chief Financial Officer and Secretary since June
30, 2022. Mr. Malmanger will continue to be the Company’s principal
financial officer and principal accounting officer.
In connection with Mr. Malmanger’s appointment, the Company and Mr.
Malmanger entered into an employment agreement (the “Employment
Agreement”) to be effective as of November 7, 2022. Pursuant to the
Employment Agreement, Mr. Malmanger will have the duties and
responsibilities as are commensurate with the position of Chief
Financial Officer, as reasonably and lawfully directed by the Board
and the Chief Executive Officer, to whom he will report.
Pursuant to the Employment Agreement, Mr. Malmanger’s annual base
salary will be $235,000. Mr. Malmanger is entitled to annual
incentive bonus compensation of up to 30% of Mr. Malmanger’s base
salary and equity compensation based on Mr. Malmanger’s
performance, as determined by the Compensation Committee of the
Board. The Employment Agreement is an at-will agreement. The
Company has the right to terminate Mr. Malmanger’s employment at
any time for any reason, with or without cause. Additionally, Mr.
Malmanger has the right to resign at any time for any reason. In
the event the Company terminates Mr. Malmanger’s employment without
Cause (as defined in the Employment Agreement), the Company agreed
to pay Mr. Malmanger an amount equal to 6 months of Mr. Malmanger’s
base salary in effect at the time of the termination, which may be
paid over a 12-month period in accordance with the Company’s normal
payroll practices and subject to applicable law, at the Company’s
discretion. If Mr. Malmanger is terminated for Cause, he will not
be entitled to any severance. Under the Employment Agreement,
“Cause” shall exist if Mr. Malmanger (i) acts dishonestly or
incompetently or engages in willful misconduct in performance of
his executive duties, (ii) breaches his fiduciary duties owed to
the Company, (iii) intentionally fails to perform duties assigned
to him, (iv) is convicted or enters a plea of guilty or nolo
contendere with respect to any felony crime involving dishonesty or
moral turpitude, and/or (v) breaches his obligations under the
Employment Agreement.
In addition, pursuant to the Employment Agreement, upon the
occurrence of a Change in Control, as defined under the Company’s
2017 Incentive Compensation Plan (“2017 Plan”), (i) Mr. Malmanger
will be entitled to receive a lump sum payment equal to 6 months of
his most recent annual salary, payable within 30 days following the
effective date of such Change in Control, and (ii) notwithstanding
the terms of the Company equity plan or plans under which Mr.
Malmanger’s equity awards are granted or any applicable award
agreements, upon the occurrence of a Change in Control, all of Mr.
Malmanger’s then outstanding unvested time-based equity awards will
become fully vested and any restrictions thereon will lapse and, in
the case of stock options and stock appreciation rights, will
remain exercisable for the remainder of their full term, and all of
Mr. Malmanger’s outstanding unvested equity awards with
performance-based vesting will be deemed achieved at target levels
with respect to performance goals or other vesting criteria.
The preceding description of the Employment Agreement is a summary
of its material terms, does not purport to be complete, and is
qualified in its entirety by reference to the Employment Agreement,
a copy of which is being filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information regarding Mr. Malmanger required by Items 401(b),
(d), (e) and Item 404(a) of Regulation S-K were disclosed in a
Current Report on Form 8-K filed with the Commission on July 7,
2022, and is incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure
On November 2, 2022, the Company issued a press release announcing
the appointment of Mr. Malmanger. A copy of the press release is
furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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BK TECHNOLOGIES CORPORATION
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Date: November 3, 2022
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By:
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/s/ John M. Suzuki
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John M. Suzuki
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Chief Executive Officer
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BK Technologies (AMEX:BKTI)
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BK Technologies (AMEX:BKTI)
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