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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
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Date of Report (Date of Earliest Event Reported):
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March 20, 2019
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BK Technologies, Inc.
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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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59-3486297
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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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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Registrant’s telephone number,
including area code:
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(321) 984-1414
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N/A
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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:
[ ] 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. [ ]
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 20, 2019, the Company entered into employment agreements with
the Company’s executive officers (collectively, the
“Employment Agreements”): (i) Timothy A. Vitou,
President; (ii) William P. Kelly, Executive Vice President, Chief
Financial Officer and Secretary; (iii) Randy Willis, Chief
Operating Officer; and (iv) James R. Holthaus, Chief Technology
Officer. The Employment Agreements provide for an annual base
salary of $275,000 for Mr. Vitou and $215,000 for each of Messrs.
Kelly, Willis and Holthaus. Each executive will be eligible for
performance-based compensation in the form of an annual bonus,
payable in cash or through equity in the Company, as determined by
the Compensation Committee, and subject to the achievement of
performance metrics and other criteria as determined by the
Compensation Committee.
The
Employment Agreements provide for severance payments in the event
the executive’s employment is terminated by the Company
without “cause.” Each executive will be entitled to an
amount equal to six months (twelve months for Mr. Vitou) of their
base salary in effect at the time of termination or the original
base salary set forth in their respective Employment Agreement,
whichever is greater. Messrs. Vitou and Kelly will not be entitled
to severance payments if, in connection with their termination
without “cause,” they are entitled to receive a payment
under their respective Executive Change of Control Agreement with
the Company, which agreements have been previously filed with the
Securities and Exchange Commission.
Any
severance payable to an executive under his Employment Agreement
will be paid by the Company over a twelve-month period in
accordance with the Company’s normal payroll practices and
subject to applicable law. None of the executives will be entitled
to severance payments in the event he is terminated for
“cause.” For purposes of the Employment Agreements,
“cause” will exist if the executive (i) acts
dishonestly or incompetently or engages in willful misconduct in
performance of his executive duties, (ii) breaches the
executive’s 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 his Employment
Agreement.
The
executives will also be eligible to participate in the
Company’s benefit plans. The Employment Agreements contain
customary non-competition and non-solicitation
covenants.
The
foregoing description of the Employment Agreements is a summary
only, does not purport to be complete, and is qualified in its
entirety by reference to the full text of the Employment
Agreements, copies of which are included as Exhibits 10.1 through
10.4 to this Current Report on Form 8-K and are incorporated herein
by reference.
Item
9.01
Financial
Statements and Exhibits.
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Employment
Agreement, executed March 20, 2019, by and between the Company and
Timothy A. Vitou.
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Employment
Agreement, executed March 20, 2019, by and between the Company and
William P. Kelly.
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Employment
Agreement, executed March 20, 2019, by and between the Company and
Randy Willis.
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Employment
Agreement, executed March 20, 2019, by and between the Company and
James R. Holthaus.
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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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BK
TECHNOLOGIES, INC.
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By:
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/s/ William P.
Kelly
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William P.
Kelly
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Executive Vice
President and
Chief Financial
Officer
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Date:
March 21, 2019