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 13, 2009
SERVIDYNE, INC.
(Exact name of Registrant as Specified in its Charter)
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| Georgia
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0-10146
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58-0522129 |
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| (State or other Jurisdiction of
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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| 1945 The Exchange |
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| Suite 300 |
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| Atlanta, Georgia
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30339-2029 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (770) 953-0304
Not Applicable
(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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 13, 2009, Servidyne, Inc. (the “Company”) entered into stock appreciation rights
agreements with each of Mr. Robert E. Jones and Mr. John A. Higley, affiliates of Energy &
Environmental Enterprises LLC (“E&E”). The Company granted 100,000 stock appreciation rights
(“SARs”) under each agreement in consideration of Mr. Jones’ and Mr. Higley’s continued respective
performance under that certain consulting agreement, dated November 13, 2009, between the Company
and E&E. The issuance by the Company of the SARs was exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended, as transactions by an issuer not involving a public
offering.
If the SARs agreements are not previously terminated, the SARs granted under each agreement will
vest as follows: 30% on November 13, 2012, 30% on November 13, 2013, and 40% on November 13, 2014.
Vesting may occur earlier as a result of the death of the grantee, the grantee’s termination of
employment with E&E by reason of disability, a change in control of the Company, or upon the
Company’s common stock closing at or above $19.05 per share for ten (10) consecutive days. Any
vested SAR may not be exercised by the grantee prior to shareholder approval of the grants or a
determination by the Company that such shareholder approval is not required.
Upon notifying the Company of the exercise of any vested SAR, the grantee will receive an amount
equal to the number of shares of the Company’s common stock in respect to which the SAR has been
exercised, multiplied by the excess of the fair market value of one (1) share of the Company’s
common stock on the date of exercise over $4.00 (the “FMV”). Alternatively, at the Company’s
option, the exercise amount may be settled by a cash payment equal to the FMV.