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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): November 23, 2016
BREKFORD CORPORATION (Exact name of registrant as specified
in charter)
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Delaware
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000-52719
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20-4086662
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7020
Dorsey Road
Hanover,
Maryland 21076
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (443) 557-0200
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))
Entry
into a Material Definitive Agreement
Item
5.02
Departure
of Directors or Certain Officer; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
On
November 23, 2016 (the “Effective Date”), Brekford
Corporation (the “Company”) entered into a separation
agreement (the “Separation Agreement”) with C.B.
Brechin, the Company’s Chief Executive Officer and Chief
Financial Officer. Pursuant to the Separation Agreement,
as of the Effective Date Mr. Brechin commenced a sabbatical leave
from his positon as the Company’s Chief Executive Officer and
Chief Financial Officer. Mr. Brechin will continue to serve as a
member of the Board of Directors of the Company. For a period of 18
months from the Effective Date, Mr. Brechin will continue to be
paid at the rate of $200,000 per year and will continue to
participate in the Company’s sponsored retirement plan and
medical and dental insurance plans. The salary and benefits
described above will continue beyond the 18 months until such time
as Mr. Brechin is removed as a personal guarantor for certain
Company obligations.
Commencing 18 months after the Effective Date, Mr. Brechin will
serve as a consultant to the Company for a period of four years
pursuant to the terms of a consulting agreement between the Company
and Mr. Brechin (the “Consulting Agreement”). Pursuant
to the Consulting Agreement, Mr. Brechin will provide consulting,
organizational and strategic services, including, but not limited
to, assistance or implementation of the strategic business plans of
the Company and assistance with customer relations and project
management and he will be paid an annual fee of
$150,000.
Rodney Hillman, the Company’s President and Chief Operating
Officer was named principal financial officer as of November 23,
2016.
The
foregoing information is a summary of the agreements involved in
the transaction described above, is not complete, and is qualified
in its entirety by reference to the full text of such agreements,
copies of which are attached as exhibits to this Current Report on
Form 8-K. Readers should review such agreements for a
complete understanding of the terms and conditions associated with
this transaction.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this
report:
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Exhibit
No.
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Description of
Exhibit
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Separation
Agreement, dated November 23, 2016 by and between Brekford
Corporation and C.B. Brechin
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Form of
Consulting Agreement, by and between Brekford Corporation and C.B.
Brechin
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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.
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BREKFORD
CORPORATION
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Date
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By:
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/s/ Rodney
Hillman
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Name:
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/s/
Rodney Hillman |
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Title:
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President and Chief
Operating Officer
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