8-K 1 a54512_8k.txt MAY 8, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITITES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2003 Commission File number 000-30654 APROPOS TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Illinois 36-3644751 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One Tower Lane, 28th Floor Oakbrook Terrace, Illinois 60181 (Address of principal executive offices, including zip code) (630) 472-9600 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 21, 2003, Apropos Technology, Inc. (the "Company") announced that it entered into an agreement (the "Agreement") with a shareholder group (the "Group") that owns approximately 31.9% of its stock. Under the Agreement the Group agreed not to commence their previously announced proxy contest with respect to the Company's board of directors. Pursuant to the Agreement the Company agreed to nominate Kevin G. Kerns (the Company's President and CEO and a current director of the Company) and Donald A. DeLoach as Class III directors for election at the Company's 2003 annual shareholders meeting, and the Group agreed to vote in favor of the nominees. The Group is comprised of Patrick K. Brady, Catherine Brady, Brady Family Limited Partnership, Valor Capital Management, L.P. Kratky Management, LLC, John M. Kratky III, William W. Bach and Bach Family L.P. The Group filed a Statement on Schedule 13D on March 6, 2003 announcing their intention to nominate Mr. DeLoach and another nominee for election to the Apropos Technology board of directors. A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of the press release issued on April 21, 2003 announcing the execution of the Agreement is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description 10.1 Agreement dated April 18, 2003, among Apropos Technology, Inc. and the Specified Shareholders 99.1 Press Release issued by Apropos Technology, Inc. dated April 21, 2003 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, on May 8, 2003. Apropos Technology, Inc. /s/FRANCIS J. LEONARD ---------------------------------------------------- Francis J. Leonard Chief Financial Officer and Vice President (Principal Financial Officer and Authorized Officer) 2 EXHIBIT INDEX Exhibit No. Description 10.1 Agreement dated April 18, 2003, among Apropos Technology, Inc. and the Specified Shareholders 99.1 Press Release issued by Apropos Technology, Inc. dated April 21, 2003 3