Unassociated Document
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) October
24, 2007
IONATRON,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3716
East Columbia,
Suite 120, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(520)
628-7415
(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):
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
1.01. Entry into a Material Definitive Agreement
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 24, 2007, the Board of Directors of the Company approved the terms
of an
amendment to the Company’s employment agreement with Dana A. Marshall, its Chief
Executive Officer and President, an employment agreement with Kenneth M.
Wallace, the Company’s Chief Financial Officer, and awards of restricted stock
to Messrs. Marshall and Wallace, each award effective on the date such officer
executed his employment agreement. Messrs. Marshall and Wallace executed their
employment agreements on October 26, 2007.
The
amendment to Mr. Marshall’s employment agreement provides that if he terminates
his employment for “good reason” (as such term is defined in the amendment),
then his base salary will continue to be paid for a period of six months
following the date of his termination. In addition, the amendment provides
that
if Mr. Marshall’s employment is terminated without “cause” in the three months
following a “change in control” (as each term is defined in the employment
agreement), then all unvested stock options and equity awards granted by the
Company to Mr. Marshall will immediately vest and become fully exercisable.
Pursuant to the amendment of Mr. Marshall’s employment agreement, on October 26,
2007, the Company granted to Mr. Marshall 275,000 shares of restricted common
stock of the Company. This restricted stock will vest as to 68,750 shares
annually on each January 10th from 2008 through 2011.
Mr.
Wallace’s employment agreement provides that he will receive a base salary of
$225,000 per year for the term of the agreement. Under the terms of the
agreement, Mr. Wallace is eligible to receive a bonus of $60,000 upon execution
of the employment agreement and an annual incentive bonus in each calendar
year
including December 31, 2007 of up to 25% of his base salary, contingent upon
the
Company meeting goals and objective established by the Compensation Committee
of
the Board of Directors of the Company. Pursuant to employment agreement, on
October 26, 2007, the Company granted to Mr. Wallace 80,000 shares of restricted
common stock of the Company. This restricted stock will vest as to 26,666 shares
on January 10, 2008 and 26,667 shares on each of January 10, 2009 and January
10, 2010. If Mr. Wallace’s employment is terminated by the Company without
“cause” (as such term is defined in the employment agreement), his base salary
will continue to be paid for a period of six months following the date of his
termination. If Mr. Wallace’s employment is terminated without “cause” in the
three months following a “change in control” (as each term is defined in the
employment agreement), then all unvested stock options and equity awards granted
by the Company to Mr. Wallace will immediately vest and become fully
exercisable. The employment also includes confidentiality, non-competition,
non-solicitation and non-disparagement provisions.
Item
9.01. Financial Statement and Exhibits
(d)
Exhibits
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Exhibit
10.1*
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Employment
Agreement entered into on October 26, 2007, by and between Ionatron,
Inc.,
and Kenneth M. Wallace
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| Exhibit 10.2* |
Amendment No. 1 to Employment Agreement,
dated
as of October 26, 2007, by and between Ionatron, Inc. and Dana A.
Marshall |
*Denotes
management compensatory plan or
arrangement
SIGNATURES
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 thereunto
duly authorized.
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IONATRON,
INC.
(Registrant)
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By: |
/s/ Dana
A.
Marshall |
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Name:
Dana A. Marshall |
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Title:
Chief Executive Officer and President |
Date:
October 26, 2007