0001144204-17-055898.txt : 20171102 0001144204-17-055898.hdr.sgml : 20171102 20171102171807 ACCESSION NUMBER: 0001144204-17-055898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171030 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171102 DATE AS OF CHANGE: 20171102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEARSIGN COMBUSTION CORP CENTRAL INDEX KEY: 0001434524 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35521 FILM NUMBER: 171173532 BUSINESS ADDRESS: STREET 1: 12870 INTERURBAN AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98168 BUSINESS PHONE: (206) 673-4848 MAIL ADDRESS: STREET 1: 12870 INTERURBAN AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98168 8-K 1 tv478477_8k.htm FORM 8-K

 

 

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): October 30, 2017

 

 

 

CLEARSIGN COMBUSTION CORPORATION

(Exact name of registrant as specified in Charter)

   

Washington   001-35521   26-2056298

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)   (IRS Employee Identification No.)

 

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of Principal Executive Offices)

 

206-673-4848

(Issuer Telephone number)

 

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 CFR240.14a-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-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

Extension of Agreement with Stephen E. Pirnat as President, Chief Executive Officer and Chairman of the Board.

 

On October 30, 2017, ClearSign Combustion Corporation (the “Company”) and Mr. Stephen E. Pirnat’s, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors, entered into a letter agreement extending the terms of Mr. Pirnat’s employment agreement dated February 3, 2015 (the “Employment Agreement”) through December 31, 2018 Other than extending the term of the Employment Agreement, there were no other changes in the terms of the Employment Agreement.

 

 

ITEM 9.01Financial Statements and Exhibits.

 

10.1Extension Letter dated October 30, 2017 between the ClearSign Combustion Corporation and Stephen E. Pirnat

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 2, 2017

 

  CLEARSIGN COMBUSTION CORPORATION
   
  By:  /s/ Brian G. Fike
  Brian G. Fike
  Chief Financial Officer

 

 

 

EX-10.1 2 tv478477_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

ATTACHMENT 1

 

EXTENSION LETTER

 

[CLEARSIGN LETTERHEAD]

 

October 30, 2017

 

VIA ELECTRONIC MAIL AND HAND DELIVERY

steve.pirnat@clearsign.com

 

Mr. Stephen Pirnat

[ADDRESS INCLUDED IN EMPLOYMENT AGREEMENT]

 

Re:Renewal of your employment agreement.

 

Dear Steve:

 

Pursuant to Section 1 of that certain employment agreement (the “Employment Agreement”) entered into on February 3, 2015 by and between you and ClearSign Combustion Corporation (the “Company”), the Compensation Committee of the Company’s Board of Directors has reviewed your performance and has determined to extend your employment and the Employment Agreement for a period of one year, until December 31, 2018.

 

Please acknowledge receipt of this letter and your agreement to continue providing your services to the Company in accordance with the Employment Agreement by dating and countersigning this letter at the space below and returning a copy to the undersigned.

  

 

Very truly yours, 

   
   
  /s/ Lon E. Bell
    Lon E. Bell
Chairman of the Compensation Committee

 

October 30, 2017

I have received the above letter and agree to provide my services in accordance with the terms of the Employment Agreement through December 31, 2018.

 

 
   
  /s/ Stephen E. Pirnat
    Stephen E. Pirnat