8-K

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): September 26, 2011

AMERICAN ELECTRIC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida	000-24575	59-3410234
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6410 Long Drive, Houston, TX	77087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 713-644-8182

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):

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2011 American Electric Technologies, Inc. (the “Company”) announced the appointment of Frances Powell Hawes as Senior Vice President and Chief Financial Officer. Prior to joining the Company, Ms. Hawes, age 56, was most recently interim CFO of Sterling Chemicals, Inc. From 2005 to 2008 she served as CFO of NCI Building Systems, Inc. which manufactures and markets metal products primarily for the nonresidential construction industry of North America. Ms. Hawes was CFO of Grant Prideco, Inc., the world’s leader in drill pipe and drill stem technology, where she led Grant’s 100% spin-off from Weatherford International.

Ms. Hawes is employed pursuant to an agreement a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein. A summary of the principal terms of the employment agreement are set forth in Exhibit 99.2 and incorporated by reference herein. This summary of Ms. Hawes employment agreement is qualified in its entirety by reference to the agreement.

Item 8.01 Other Events.

On September 26, 2011, the Company issued a press release announcing the appointment of Frances Powell Hawes as Senior Vice President and Chief Financial Officer of the Company. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit
10.1	Employment Agreement with Frances Powell Hawes.
99.1	Press release dated September 26, 2011 announcing the appointment of Frances Powell Hawes as Senior Vice President and Chief Financial Officer.
99.2	Summary of Frances Powell Hawes employment agreement.

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 hereunto duly authorized.

	AMERICAN ELECTRIC TECHNOLOGIES, INC.
Date: September 26, 2011	By:	/s/ Charles M. Dauber
		Charles M. Dauber
		President and CEO

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Employment Agreement dated with Frances Powell Hawes.
99.1	Press release dated September 26, 2011 announcing the appointment of Frances Powell Hawes as Senior Vice President and Chief Financial Officer.
99.2	Summary of Frances Powell Hawes employment agreement.

EX-10.1

Exhibit 10.1

September 13, 2011

Ms. Frances Powell Hawes

11309 Iris Lee Lane

Houston, TX 77024

Dear Frances:

It has been a pleasure getting to know you over the past several weeks and discussing your qualifications and interest in working for our Company as Chief Financial Officer. Based on our discussions, I am pleased to offer you the position of Senior Vice President and Chief Financial Officer.

The following are the terms of our offer:

1) COMPANY OF EMPLOYMENT: American Electric Technologies, Inc. (“AETI”).

2) POSITION AND TITLE: Senior Vice President and Chief Financial Officer.

3) REPORTING TO: President and Chief Executive Officer. This position also has adjunct reporting relationship to the Audit Committee of the Board of Directors.

4) CLASSIFICATION: Full-time, Level 1 employee.

5) GENERAL JOB RESPONSIBILITIES: To provide management and leadership of all company financial operations, accounting and associated administrative functions which include financial operations, controls, and support to Company business units. Responsibilities also include statutory and regulatory compliance associated with the SEC, NASDAQ, federal, state and local government requirements including related audits and public filings and disclosures. The CFO is also subject to other duties as may be assigned from time to time by the CEO or provided for in the CFO _.job specification which has been provided to you.

6) COMPENSATION: The following are the elements of your compensation plan:

a. Annual Salary: $176,820 paid semi-monthly

b. Cash Bonus: Eligible for an annual cash bonus of $82,500 based on achievement of mutually agreed upon personal and corporate objectives. This bonus is prorated for 2011 based on your employment starting date and is guaranteed for 2011. This bonus is uncapped. The cash bonus is paid in Q1 2012. You must be employed by the Company at that time to receive any bonus. Your management objectives for the remainder of 2011 include company performance versus plan, and achievement of personal/department objectives.

c. Annual Retention Bonus: In addition to your annual salary, you will receive a guaranteed annual retention cash bonus of $20,000. This annual retention bonus will be paid on the anniversary of your start date and you must be employed by the company on that date to be eligible for that retention bonus.

1

d. Annual Equity Bonus: In addition to the cash bonus, you are also eligible for an annual equity bonus of 20,000 Restricted Stock Units (RSU). Twenty percent (20%) of the RSU bonus is guaranteed. The remaining 80% is variable based on the same mutually agreed upon personal and corporate objectives as the annual variable cash bonus described above. As is the case of the cash bonus this equity bonus is uncapped. The RSU bonus is prorated for 2011 based on your employment start date. The RSU bonus is subject to a four year (4) vesting schedule (see plan attached). The RSU bonus is subject to approval by the Compensation Committee of the AETI Board of Directors. The RSU bonus price is set at grant time according to the Company’s equity plan.

e. ACHIEVEMENT BONUS: In addition to the annual cash and equity bonus plans. the Company also agrees to grant you an additional 40,000 RSU based on the attainment of the following company achievements (all according to GAAP):

i. Revenue achievements: You will receive 5,000 RSU when AETI achieves $100 million in annual revenues, when AETI achieves $150 million in annual revenues and when AETI achieves $200 million in annual revenues.

ii. EBITDA achievements: You will receive 5,000 RSU when AETI achieves annual EBITDA of $5 million, when AETI achieves annual EBITDA of $7.5 million and when AETI achieves annual EBITDA of $10 million.

iii. Liquidity event: You will receive 5,000 RSU when AETI has a liquidity event resulting in existing shareholders being able to liquefy $5 million of equity at a price of at least $6/share or when the AETI average daily trading volume averages over 50,000 shares per day at a price of at least $6/share for six (6) consecutive weeks.

iv. Stock price: You will receive 5,000 RSU when AETI stock reaches $13.50/share and stays above that level for six (6) consecutive weeks.

f. AUTOMOBILE ALLOWANCE: Eligible for an executive car allowance of $700 per month.

g. COMPANY BENEFITS: Upon meeting eligibility requirements, you will be offered the standard Company employee benefits which include medical insurance, 401(k) retirement program, Employee Stock Purchase Plan, and mobile telephone reimbursement policy according to the terms of the current Company policies and procedures.

h. VACATION: You will be granted one week of vacation through 12/31/2011, and the company will provide you with flexibility related to the birth of your grandchild. Effective January 2012 you are eligible for three (3) weeks of vacation per year. Vacation time shall be taken within the one calendar year from the time it is earned. Our Company policy does not permit carry-overs or buy outs of unused vacation time.

i. SPECIAL SEVERANCE: In the event you are terminated during the first twelve (12) months of employment for other than cause or disability, AETI agrees to provide you a severance package equal to six (6) months of your then current base salary and will reimburse your COBRA medical insurance costs, if elected, for you and your family for up to six (6) months after termination. Such severance is paid on a monthly basis and ceases upon your commencement of other employment.

In the event there is a change of control/acquisition resulting in your termination, a substantial reduction of your responsibilities, or necessitates commuting outside of the Greater Houston area, i.e., excessive travel distance, you will be entitled to a severance package equal to six (6) months of your then current base salary and reimbursement of your COBRA medical insurance costs, if elected, for you and your family for up to six (6) months after the change-of control. In addition, you will receive a lump sum payment equal to one year’s salary and expected on target cash bonus, plus forward vesting of any annual unvested stock grant previously granted.

j. CONFIDENTIALITY: You are required to keep confidential all compensation matters.

7) SUBSTANCE ABUSE TESTING AND PHYSICAL EXAMINATION: All applicants are required to undergo Substance Abuse Screening and Physical examination prior to commencement of work with the company. Failure to pass the substance abuse screening or physical examination will result in the withdrawal of the employment offer.

8) EVALUATION PERIOD: All employees are subject to successfully completing an initial ninety-day (90) evaluation period at which time your performance will be evaluated.

9) EMPLOYMENT-AT-WILL: All employment with the Company is employment at-will. Consequently you have the right to terminate your employment at any time for any reason, and the Company retains the same right. Your tenure in this position is dependent upon your individual performance as well as other factors such as business conditions.

10) IMMIGRATION REFORM AND CONTROL ACT: The Immigration Reform and Control Act of 1986 requires all employers to hire only American citizens and resident aliens who are authorized to work in the United States. Therefore the Company will verify your eligibility for employment. A list of acceptable documents needed for presentation on the first day of employment can be found in your new hire documents. If you do not have any of these required documents, you must give evidence of having applied for them in order to satisfy the terms of the Act. Without the aforementioned documents the Company cannot permit you to begin your employment.

Frances, I look forward to having you as a key member of the team and to building our business together. If you accept these terms, please sign and date two copies of this letter and return one signed a copy to me to consummate your employment with the company.

Sincerely,

s/ Charles Dauber

President and Chief Executive Officer

American Electric Technologies, Inc.

I agree to employment by AETI on the foregoing terms.

s/ Frances Powell Hawes                    Date: 9/14/11

EX-99.1

Exhibit 99.1

American Electric Technologies, Inc 6410 Long Drive Houston, Texas 77087 713.644.8182

FOR RELEASE 9:00 am (ET)

September 26, 2011

Proven Energy Industry Executive Frances Powell Hawes Joins AETI as CFO

Former Grant Prideco and NCI Building Systems CFO brings significant financial leadership experience to AETI

HOUSTON, September 26, 2011 American Electric Technologies, Inc. (NASDAQ: AETI), a leading global provider of power delivery solutions for the traditional and renewable energy industries announced today that energy industry veteran, Frances Powell Hawes, has joined the company as senior vice president and chief financial officer. Ms. Hawes brings more than 25 years of finance leadership with significant experience overseeing the financial performance of public and private companies during inflection points of growth and expansion.

Ms. Hawes was most recently interim CFO of Sterling Chemicals, Inc. Prior to that she served as CFO for NCI Building Systems (NYSE: NCS) which manufactures and markets metal products primarily for the nonresidential construction industry in North America. Ms. Hawes was previously CFO for Grant Prideco, Inc. (formerly NYSE: GRP), the world’s leader in drill pipe and drill stem technology, where she led Grant’s 100% spin-off from Weatherford International (NYSE:WFT). Prior to Grant’s spin-off she served as Weatherford’s chief accounting officer, having advanced though a number of positions of increasing responsibility.

“Frances brings with her a distinguished career in finance and business leadership, including experience with high-growth energy companies,” said Charles Dauber, president and chief executive officer of AETI. “As CFO, she will be an invaluable business partner and contributor to our team during a period of expansion for AETI, and her expertise will help us achieve enhanced improvements in operations, cost and productivity.”

Ms. Hawes is currently a member of the board of directors of Express Energy Services, LLC, a Houston-based provider of drilling and completion services and is also a board member of the Houston chapter of Financial Executives International. She is a Texas Certified Public Accountant and received her Bachelor’s degree in business from the University of Houston.

“Charles and the AETI team have done a great job establishing the company as a leader in providing power systems, construction and services for the global energy markets” said Hawes. “I look forward to being part of the team to accelerate the company’s profitable growth strategy and meet the demands of our valued customers, all of which will inevitably take AETI to an exciting new level of success.”

American Electric Technologies, Inc. (NASDAQ: AETI) is a leading global supplier of power delivery solutions to the traditional and renewable energy industries. AETI offers M&I Electric™ power distribution and control products, electrical services, and E&I construction services, as well as American Access Technologies zone enclosures, and Omega Metals custom fabrication services. South Coast Electric Systems LLC, a subsidiary, services Gulf Coast marine and vessel customers.

American Electric Technologies, Inc 6410 Long Drive Houston, Texas 77087 713.644.8182

AETI is headquartered in Houston and has global sales, support, and manufacturing operations in Beaumont, TX, Keystone Heights, FL, and Bay St. Louis, MS. In addition, AETI has joint venture interests located in Xian, China; Macae, Brazil; and Singapore. AETI’s SEC filings, news and product/service information are available at http://www.aeti.com.

Forward Looking Statements

Except for the historical and present factual information contained herein, the matters set forth in this document, including statements regarding the anticipated results of our international joint ventures are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. There are many risks, uncertainties and other factors that can prevent the achievement of our goals or cause results to differ from those expressed or implied by these forward-looking statements including, without limitation, the risks inherent in doing business outside of the U.S. such as political, social and economic instability, currency fluctuations and conversion restrictions. These and other risks which may impact management’s expectations are described in greater detail in filings made by the Company with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future events make it clear that any of the anticipated results expressed or implied herein will not be realized.

Media Contacts:

Ward Creative Communications for American Electric Technologies, Inc.

Molly LeCronier, 713-869-0707

mlecronier@wardcc.com

Investor Contacts:

American Electric Technologies, Inc.

Charles Dauber, 713-644-8182

investorrelations@aeti.com

EX-99.2

Exhibit 99.2

Summary of Frances Powell Hawes Employment Agreement

The Company’s employment agreement with Ms. Hawes provides for an annual salary of $176,820 and an annual performance-based cash bonus target of $82,500 based on achievement of individual and Company performance goals, other than for the balance of 2011 which will not require performance goals for receipt of the pro-rated bonus. Ms Hawes also would receive a $20,000 retention bonus at the anniversary of each year of continued employment.

Ms. Hawes will also receive an annual equity bonus of 4,000 restricted stock units subject to continued employment and a target of 16,000 restricted stock units based on achievement of annual individual and Company performance goals. Ms. Hawes is also entitled to receive up to 40,000 restricted stock units upon the Company’s attainment of certain financial and strategic achievements. All vested restricted stock units convert into common stock on a one-to-one basis in four equal annual installments from the original grant date, subject to a continuing employment requirement. Annual cash and equity bonus targets may result in payments above or below the targeted level and individual performance goals may require a subjective evaluation and judgment with respect to achievement of these goals.

Although Ms. Hawes employment is “at will” with no established term, she will be entitled to severance payments under certain circumstances.

Ms. Hawes will also be eligible to participate in the Company’s benefit programs available to its senior executives.