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): May 26, 2009
AEROSONIC
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-11750
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74-1668471
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State
or other jurisdiction of incorporation or organization
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1212
North Hercules Avenue
Clearwater,
Florida 33765
(Address
of principal executive offices and Zip Code)
(727)
461-3000
(Registrant’s
telephone number, including Area Code)
Not
applicable
(Former
name, former address and former fiscal year, 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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Section
5 - Corporate Governance and Management.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(c) Appointment of Chief
Financial Officer.
Aerosonic
Corporation (the “Registrant”) appointed Mr. Kevin J. Purcell as Executive
Vice President and Chief Financial Officer of the Registrant, which
appointment was memorialized by the execution of an employment agreement (the
“Employment Agreement”), effective as of May 26, 2009 (the “Effective
Date”), by and between the Registrant and Mr. Purcell. The material
items of the Employment Agreement are summarized below, and the full text of the
Employment Agreement is filed as Exhibit 10.1 to this
Current Report and is incorporated herein by reference.
Mr.
Purcell, age 51, has held a number of senior financial positions, including VP
and CFO at Herley Industries, Inc., and VP of Finance, Contracts and Compliance
for Smiths Aerospace LLC, Customer Services Americas. Mr. Purcell has
also served other companies in senior financial positions including Vice
President and CFO, Controller and Director. In addition, he worked for a number
of years in the Government Contractor Advisory Services group of KPMG. Mr.
Purcell received his B.B.A. degree in financial accounting from Iona College and
his M.B.A. degree from Pepperdine University. He is a Certified Public
Accountant and a Certified Management Accountant.
Mr. Purcell
does not hold any directorships with reporting companies in the United States.
There are no family relationships between Mr. Purcell and the directors,
executive officers, or persons nominated or chosen by the Registrant to become
directors or executive officers. During the last two years, there have been no
transactions, or proposed transactions, to which the Registrant was or is to be
a party, in which Mr. Purcell (or any member of his immediate family) had or is
to have a direct or indirect material interest.
Employment
Agreement.
The term
of the Employment Agreement commences on May 26, 2009, and Mr. Purcell’s
employment is “at will”. The Employment Agreement is terminable by: (i) Mr.
Purcell upon thirty (30) days’ written notice, or immediately upon mutual
agreement in writing; and (ii) the Registrant at any time, with or without
“cause” (as such is defined in the Employment Agreement). In the event that the
Registrant elects to terminate Mr. Purcell without cause within twelve (12)
months from the Effective Date, then Mr. Purcell will be entitled to receive
severance payments equal to three (3) months salary. In the event that the
Registrant elects to terminate Mr. Purcell without cause after Mr. Purcell has
completed more than twelve (12) months of employment with the Registrant from
the Effective Date, then Mr. Purcell will be entitled to receive severance
payments equal to six (6) months salary. In the event Mr. Purcell’s employment
under the Employment Agreement is terminated for cause, Mr. Purcell thereafter
has no right to receive any severance under the Employment
Agreement.
The
Employment Agreement provides that Mr. Purcell shall receive an annual base
salary of $180,000.00. Mr. Purcell is eligible to earn a performance
bonus of up to thirty-five percent (35%) of his annual base salary based upon
his achieving certain performance targets/goals achieved, in cash, stock or
other equity compensation (as determined by the Board of Directors). The
Registrant has granted Mr. Purcell stock options to purchase a total of 25,000
shares of Common Stock of the Registrant with an exercise price equal to the
fair market value per share, as set by the Board of Directors on the grant date,
all in accordance with the terms of the Registrant’s 2004 Stock Incentive Plan,
as may be amended from time to time. Mr. Purcell shall be entitled,
as of July 1, 2009, to participate in or become a participant in any fringe
benefits and employee benefit plans maintained by the Registrant for which he is
or will become eligible on such terms as the Board of Directors may, in its
discretion, establish, modify or otherwise change, consistent with the terms of
any such employee benefit plan. The Registrant shall reimburse Mr.
Purcell for reasonable and customary business expenses incurred in the conduct
of the Registrant’s business. The Registrant shall also reimburse Mr.
Purcell for reasonable and documented out-of-pocket relocation expenses, not to
exceed $25,000. Mr. Purcell shall be entitled to four (4) weeks of
paid vacation per year in accordance with the policies of the
Registrant.
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Item 9.01
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Financial
Statements and Exhibits.
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10.1
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Employment
Agreement dated May 26, 2009 between the Registrant and Kevin J.
Purcell.
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99.1
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Press
Release of Aerosonic Corporation dated May 29, 2009 reporting the
appointment of Kevin J. Purcell, as Executive Vice President and Chief
Financial Officer of the
Registrant.
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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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AEROSONIC
CORPORATION
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Dated:
May 29, 2009
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By:
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/s/
Douglas J. Hillman
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Douglas
J. Hillman,
President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit Number -
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Description
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10.1
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Employment
Agreement dated May 26, 2009 between the Registrant and Kevin J.
Purcell.
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99.1
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Press
Release of Aerosonic Corporation dated May 29, 2009 reporting the
appointment of Kevin J. Purcell as Executive Vice President and Chief
Financial Officer of the
Registrant.
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