UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 10, 2011
(Exact name of registrant as specified in its charter)
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| California
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000-05449
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95-2088894 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 25541 Commercentre Drive, Lake Forest, California
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92630-8870 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code (949) 599-7400
(Former name or former address, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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. |
(b) On March 11, 2011, Gerald D. Griffin resigned, effective immediately, as a director and
Chairman of the Board of Directors (the “Board”) of Comarco, Inc. (the “Company”). Additionally,
Mr. Griffin resigned from all committees of the Board on which he served at the time of his
resignation.
(d) On March 10, 2011, the Board took action to elect, effective March 10, 2011, Mr. Wayne
Cadwallader, a director of the Company. Mr. Cadwallader was elected to fill a vacancy on the Board
created as a result of action taken by the Board to increase the authorized number of directors
from 5 to 6 on February 23, 2011, as previously disclosed in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 1, 2011. Mr. Cadwallader was
considered at the suggestion of Elkhorn Partners LP, a significant shareholder of the Company, and
elected by the Board upon the unanimous recommendation of the Nominating and Corporate Governance
Committee following its review and consideration of Mr. Cadwallader.
On March 15, 2011 the Board took action to elect, effective March 15, 2011, Mr. Michael R.
Levin, a director of the Company and Chairman of the Board. Mr. Levin was elected to fill the
vacancy on the Board created as a result of the resignation of Mr. Griffin. Mr. Levin was elected
by the Board upon the unanimous recommendation of the Nominating and Corporate Governance Committee
following its review and consideration of Mr. Levin.
Concurrent with these changes to Comarco’s Board, the Board established committee assignments
for the Board’s standing committees. Messrs. LeBuhn, Borowiec and Cadwallader were
appointed as members of the Nominating and Corporate Governance Committee and Mr. LeBuhn was
appointed as Chairman of the Nominating and Corporate Governance Committee. Messrs.
Cadwallader, Borowiec and LeBuhn were appointed as members of the the Compensation Committee and
Mr. Cadwallader was appointed as Chairman of the Compensation Committee. Messrs. Levin, Borowiec
and Hultman were appointed as members of the Audit Committee and Mr. Levin was appointed as
Chairman of the Audit Committee.
Wayne Cadwallader is Managing Partner — Research for Elkhorn Partners LP, a long-time investor
in Comarco. An experienced securities analyst, Mr. Cadwallader has extensive knowledge of numerous
industries including technology, insurance, retail, manufacturing, and real estate. He also has
substantial expertise in information technology gained through numerous management positions and in
management consulting.
Michael Levin is an independent private investor and advisor with substantial expertise in
corporate governance, business strategy, and corporate finance, and with significant experience in
U.S. public companies as a finance executive and independent management consultant. In addition to
his private investment activities, he assists portfolio managers to turn around underperforming
companies using shareholder activist strategy and tactics.
Messrs. Cadwallader and Levin, along with Paul Borowiec who was appointed to the Board on
February 23, 2011, will receive the Company’s standard compensation for non-employee directors and
will be eligible to receive equity awards under the Company’s 2005 Equity Incentive Plan.
Effective March 10, 2011, Mr. Cadwallader and Mr. Borowiec were each granted an initial award under
the Company’s 2005 Equity Incentive Plan consisting of 25,000 restricted stock units. The Company
also intends to enter into its standard form of indemnification agreement for directors with
Messrs. Borowiec, Cadwallader, and Levin.
A copy of the Press Release that the Company filed relating to the actions described above is
attached hereto as Exhibit 99.1.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit |
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Description |
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99.1
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Press release of Comarco, Inc. dated March 16, 2011 |