-----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, Oc0jfEUNVUuuI/dBEwYB12KwHEU3rCeT2KR1uCgkmXss9MAdf2L3NoAaZlnRxhrU pDJk9Kv4hAbVnEN1ws/UlQ== 0001144204-09-023865.txt : 20090504 0001144204-09-023865.hdr.sgml : 20090504 20090504164354 ACCESSION NUMBER: 0001144204-09-023865 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090430 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: 20090504 DATE AS OF CHANGE: 20090504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMTEC INC/NJ CENTRAL INDEX KEY: 0000005117 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870273300 STATE OF INCORPORATION: UT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32789 FILM NUMBER: 09793933 BUSINESS ADDRESS: STREET 1: 817 EAST LAKE GATE DRIVE CITY: MT LAUREL STATE: UT ZIP: 08054 BUSINESS PHONE: 8013633283 MAIL ADDRESS: STREET 1: 817 EAST GATYE DRIVE CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GEOLOGICAL ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR PROCESSING CORP DATE OF NAME CHANGE: 19820318 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GEOTHERMAL ENERGY INC DATE OF NAME CHANGE: 19681212 8-K 1 v147993_8k.htm Unassociated Document
 


 
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): April 30, 2009
 

 
EMTEC, INC.
(Exact name of Registrant as specified in its charter)
 

 
 
Delaware
 
0-32789
 
87-0273300
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
525 Lincoln Drive
5 Greentree Center, Suite 117
Marlton, New Jersey 08053
(Address of principal executive offices, including Zip Code)

(856) - -552-4204
(Registrant’s telephone number, including area code)
 
N/A
(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:
 
¨
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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)  Effective as of April 30, 2009, Stephen C. Donnelly resigned from his position as Chief Financial Officer of Emtec, Inc. (the “Company”) and was appointed to the position of Executive Vice President – Business Planning and Analysis, Human Resources and Corporate Development.  In his new role, Mr. Donnelly will focus on working closely with operating business units to maximize synergies, provide integration and insure uniformity to various business and accounting policies and practices and continue to support the Company’s merger and acquisition activities. 

(c)  On May 4, 2009, the Company issued a press release announcing that Gregory P. Chandler was appointed Chief Financial Officer of the Company and President of Emtec Global Services LLC.  A copy of that pres release is attached as Exhibit 99.1 to this report.  Mr. Chandler’s appointment was effective as of April 30, 2009.

Prior to his appointment as the Company’s Chief Financial Officer, Mr. Chandler, age 42, served as the  Managing Director and Group Head of Janney Montgomery Scott, LLC’s Business Services Investment Banking Practice, where he was employed since 1999.  Prior to that, he worked as a manager in the Office of the CFO consulting practice at PricewaterhouseCoopers, advising companies in restructuring their back office financial operations.  He has also worked in the Business Assurance Practice at Coopers & Lybrand, and served as an officer in the United States Army. Mr. Chandler received his Masters in Business Administration from Harvard Business School, a B.S. in Engineering from the United States Military Academy at West Point and is also a Certified Public Accountant.  Mr. Chandler will continue to serve as a member of the Board of Directors of the Company.

On April 30, 2009, Mr. Chandler entered into an employment agreement (the “Agreement”) with the Company that provides for Mr. Chandler’s employment as the Chief Financial Officer of the Company and the President of Emtec Global Services LLC, effective immediately.  The term of the Agreement is two years, although the term may be extended annually for additional one-year periods with the mutual consent of the parties.  Under the terms of the Agreement, Mr. Chandler is entitled to receive a base salary of $275,000.  In addition, Mr. Chandler will participate in the Company’s Annual Incentive Plan as maintained by the Company for the benefit of senior executives.  In connection with entering into the Agreement, Mr. Chandler will also be entitled to receive a grant of 137,500 shares of restricted stock that vests over four years and a grant of 5,000 stock options in respect of Mr. Chandler’s service on the Board of Directors through the date of his appointment as the Company’s Chief Financial Officer.  Mr. Chandler’s employment is subject to early termination in the event of his death or disability or in the event that either he or the Company elects to terminate his employment. If Mr. Chandler’s employment is terminated by the Company without cause or by Mr. Chandler for good reason, he will be entitled to receive his base salary until the later of the expiration of the Agreement or the date that is 12 months following his termination of employment and a pro-rata bonus payment for the year of his termination.  If Mr. Chandler’s employment is terminated due to death or disability, he is entitled to receive a pro-rata bonus payment for the year of his termination.
 
 

Item 9.01.  Financial Statements and Exhibits.
 
(d)  Exhibits
 
 The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
 
 99.1         Press release issued by the Company on May 4, 2009.


 
 

 

SIGNATURE
 
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.
 
 
EMTEC, INC.
 
       
Date: May 4, 2009
By:
/s/ Gregory P. Chandler  
   
Name : Gregory P. Chandler
 
   
Title :   Chief Financial Officer
 
       
 
 
 

 

 
EX-99.1 2 v147993_ex99-1.htm Unassociated Document
Exhibit 99.1
 
Media Contacts:
 
Emtec
Welz & Weisel Communications
David Singer
Nicole Nolte
973-232-7880
 703-218-3555
DavidSinger@emtecinc.com
Nicole@w2comm.com

 
Emtec Names Gregory P. Chandler Chief Financial Officer and President of Emtec Global Services

Industry Veteran Joins Emtec Bringing Extensive Experience to Further Increase Company Growth

Marlton, NJ – May 4, 2009 - Emtec, Inc. (OTCBB: ETEC), an information technology systems and services company, today announced the appointment of Gregory P. Chandler as the companys Chief Financial Officer and President of Emtec Global Services. This division provides expertise in several areas including software development, software consulting, business analysis, quality assurance, and testing.

"I am pleased to be taking a much more meaningful role with an organization I have been proud to be a part of for the last four years,” said Gregory P. Chandler, Chief Financial Officer and President of Emtec Global Services. “The company has continued to position itself to provide a breadth of services for its clients. I am looking forward to playing a major role as we continue to expand our footprint, execute and accelerate our growth. Management has done a great job providing a great culture that has served its clients and associates well. I look forward to helping build on the success.”

Mr. Chandler brings extensive experience to Emtec, having previously served as the Managing Director and Group Head of Janney Montgomery Scott LLCs Business Services Investment Banking Practice. Prior to that, Mr. Chandler was a consultant at PricewaterhouseCoopers advising companies in restructuring their back office financial operations. Mr. Chandler received his MBA from Harvard Business School, a B.S. in Engineering from the United States Military Academy at West Point and is also a Certified Public Accountant. In addition, he has been a part of Emtecs Board serving as Chairman of the Audit Committee since the company merged with Westwood Computer Corporation in 2005. While he will no longer retain his position as Chairman of the Audit Committee, Mr. Chandler will continue to serve as a member of the Board of Directors.

We are extremely pleased that Mr. Chandler has joined Emtec and believe he will be a great addition to our organization,” said Dinesh Desai, chairman and chief executive officer, Emtec, Inc. “As he has spent considerable amounts of time in the past serving technology organizations like Emtec, we are happy to be adding his breadth and depth of experience to our expertise in corporate finance, mergers and acquisitions, and leadership for Emtec Global Services. He will play an important role in the continued planning and execution of Emtecs growth plan.”

Emtec, Inc. is dedicated to optimizing information technology to support its customers organizational, financial and service level objectives. Emtec, Inc. has been delivering premier IT solutions for more than 40 years, enabling its clients to increase efficiency, productivity and competitiveness by better utilizing data. In addition, Emtec's service capabilities span the USA, Canada and countries around the globe. Through an international network of service organizations, Emtec provides support to clients, regardless of location.


About Emtec, Inc.
 
Emtec, Inc. established in 1964, is a systems integrator, providing services and products to the federal, state, local, education and commercial markets. Emtec operates two business segments: Emtec Systems Division and Emtec Global Services. Emtec’s Systems Division provides IT transformation & optimization consulting, business service management, enterprise architecture, data management and integration services. Emtec Global Services’ expertise includes software development, software consulting, business analysis, quality assurance, and testing. For more information visit www.emtecinc.com.
 
 
 

 
 

 
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