-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LuXqmK2EeOsULumm6QSCiVnkCAO9cwYEkxjgeEe7lpPq/pgbPba7B3KPT7xDk43O PcgC05KDgHdek6ES+QgRGA== 0000950116-06-000237.txt : 20060126 0000950116-06-000237.hdr.sgml : 20060126 20060126141751 ACCESSION NUMBER: 0000950116-06-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051024 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10655 FILM NUMBER: 06553067 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 8-K 1 eight-k.txt 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 Earliest Event Reported October 24, 2005 Environmental Tectonics Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation of organization) 1-10655 23-1714256 (Commission File Number) (IRS Employer Identification Number) County Line Industrial Park Southampton, Pennsylvania 18966 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 355-9100 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 24, 2005, Environmental Tectonics Corporation (the "Company") entered into a Service Contract (the "Service Contract") with Sonny Callahan and Associates LLC (the "Consultant") whereby the Consultant agreed to act as an advisor and strategist, assisting the Company in seeking federal support for certain of its aircrew training systems. In exchange for its services under the Service Contract, the Consultant shall receive monthly payments of the common stock of the Company (the "Equity Payment") in addition to cash consideration. The Equity Payment consists of shares of common stock of the Company valued, in the aggregate, at $9,000 as calculated each month by averaging the value of the Company's common stock on the American Stock Exchange for the last five trading days of the preceding month. In January 2006, the Company's Board of Directors ratified the Service Contract and reserved 100,000 shares of the Company's common stock for issuance to the Consultant under the Service Contract. The Service Contract is effective for the period beginning on August 1, 2005 and ending on July 31, 2007. The Company intends to register with the Securities and Exchange Commission the shares of the Company's common stock issuable pursuant to the Service Contract by filing a Registration Statement on Form S-8 with the Securities and Exchange Commission. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 10.1 Service Contract, dated October 24, 2005, by and between Sonny Callahan & Associates LLC and the Company. 3 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. ENVIRONMENTAL TECTONICS CORPORATION Registrant Date: January 26, 2006 By /s/ Duane D. Deaner -------------------------------- Duane D. Deaner Chief Financial Officer 4 Exhibit Index 10.1 Service Contract, dated October 24, 2005, by and between Sonny Callahan & Associates LLC and the Company. 5 EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 SERVICE CONTRACT BY AND BETWEEN SONNY CALLAHAN & ASSOCIATES LLC AND ENVIRONMENTAL TECTONICS CORPORATION (ETC) 1. KNOW ALL PERSONS BY THESE PRESENTS THAT Sonny Callahan and Associates, LLC, a corporation duly organized under the laws of the State of Alabama, and doing business as Sonny Callahan & Associates LLC, (hereinafter "SC&A") with its principal place of business at 602-B Azalea Road, Mobile, Alabama 36609 does contract with Environmental Tectonics Corporation ("ETC"), hereinafter referred to as (the "Client"), whose principal address is 125 James Way, Southampton, PA 18966-3877 to provide government relations services for the period commencing August 1, 2005 and ending July 31, 2007, to advise and assist the Client in seeking federal support, appropriations and advice concerning the following issues: In its government relations capacity, SC&A shall make its best effort to advise and assist the client in connection with its objectives to garner continued and stronger congressional, military and other administrative support for the client's Advanced Tactical Flight Simulator based centrifuge and Upset Recovery Training projects. 2. The consideration for these government relations services shall be the payment of Five Thousand Dollars ($5,000) plus shares of registered common stock in Environmental Tectonics Corporation (ETC) valued at nine thousand dollars ($9,000) per month for the period beginning August 1, 2005 and ending July 31, 2007, plus out-of-pocket expenses. The stock portion of such payment shall be recalculated each month and shall be established by averaging the share values of the publicly traded shares on the listed exchange for the last five (5) trading days of the preceding month. There shall be no restrictions placed on the common stock shares transferred as part of this Service Contract. A statement of out-of-pocket expenses shall be made to the client SC&A at the end of each month for expenses incurred during the preceding month. Such out-of-pocket expenses for travel related expenses, as approved by Client, and other direct charges, including business meals, conference calls, transportation, faxes, telephone calls, copies and postage will be billed at cost. 3. The SC&A role is limited to that of advisor, strategist and facilitator (where appropriate), and SC&A is not responsible for developing technical data, reports, documents, studies and analyses, and other substantive materials, or for public relations or media activities, all of which are entirely the responsibility of the Client. 4. Payment to SC&A by the client shall be made in advance monthly payments beginning August 1, 2005 and ending July 31, 2007; payable within thirty days of the first day of each month commencing on August 1, 2005. The stock portion of said payment shall be established as set out in Paragraph 2 herein. 5. Federal appropriate funds may not be used to pay for any services provided or expenses incurred under this Service Contract. 6. All fees to SC&A for services and expenses will be due and payable on the dates specified herein. All balances not paid on the due dates specified herein will bear interest at the rate of one percent (1%) per month until paid. Client agrees to be solely responsible for any costs of collection, including attorney fees incurred by SC&A resulting from late/nonpayment of fees and/or expenses. 7. Neither party shall assign any of its rights or delegate any of its duties or obligations under this Service Contract without the express written consent of the other party. 8. Any dispute arising under this Service Contract shall be resolved by arbitration before any recognized arbitration forum. The parties agree to follow the rules and guidelines established with the American Arbitration Association with the hearing to be conducted in Washington, DC. Each party acknowledges this Service Contract affects interstate commerce and hereby waves any and all rights to a Court hearing or jury determination of any dispute. 9. This Service Contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute and be taken as one of the same instrument. 10. This Service Contract contains the entire understanding between the parties. It may be changed only by written agreement signed by both parties. In witness where, the authorized representative of Sonny Callahan & Associates LLC, and Environmental Tectonics Corporation, (ETC), do hereby execute this Service Contract. _________ Sonny Callahan & Associates LLC (SCA) Date By: /s/ H. L. Sonny Callahan ------------------------ Printed: H.L. "Sonny" Callahan Title: President -----END PRIVACY-ENHANCED MESSAGE-----