UNITED STATES
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): | May 27, 2015 |
RF INDUSTRIES, LTD. | ||
(Exact name of registrant as specified in its charter) |
Nevada
(State or Other
Jurisdiction |
0-13301
(Commission File Number) |
88-0168936
(I.R.S. Employer |
7610 Miramar Road, Bldg. 6000
San Diego, California 92126-4202
(Address of Principal Executive Offices)
(858) 549-6340
(Registrant’s 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:
¨ | 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 |
On October 13, 2014, RF Industries, Ltd. (“we,” “us,” or “our”) entered into an Employment Agreement with Johnny Walker (the “Employment Agreement”) pursuant to which Mr. Walker was appointed as our President. Mr. Walker has since that date been appointed as our Chief Executive Officer. Under the Employment Agreement, we granted Mr. Walker a stock option to purchase 100,000 shares of our common stock (the “Option”), which Option vests as follows: (i) 10,000 shares vested on October 13, 2014, and (ii) 10,000 shares shall vest on each of the next nine anniversaries of the effective date of the Employment Agreement. The vesting schedule of the Option omitted to state that the Option would fully vest upon a Change in Control (as defined in the Employment Agreement).
On May 27, 2015, our Board of Directors approved an amendment to correct the Employment Agreement to state that the Option will fully vest upon the consummation of a Change in Control. Except for the correction of the vesting provision, no other changes were made to the Employment Agreement.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Description | |
10.1 | Amendment No. 1. to Employment Agreement, dated May 27, 2015, by and among RF Industries, Ltd. and Johnny Walker. |
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.
June 1, 2015 |
By: /s/ Mark Turfler Mark Turfler Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of May 27, 2015, by and between RF Industries, Ltd., a Nevada corporation (“Employer”), and Johnny Walker (“Executive”), with reference to the following facts:
WHEREAS, Employer and Executive are parties to an Employment Agreement dated as of October 13, 2015 (the “Employment Agreement”); and
WHEREAS, Employer and Executive wish to amend the Employment Agreement in certain respects as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which hereby are acknowledged, Employer and Executive hereby agree as follows:
1. Employer and Executive hereby agree that Section 4.3 of the Employment Agreement is hereby amended in its entirety to read as follows:
“4.3 On the effective date of this Agreement, the Corporation shall grant Executive a stock option to purchase one hundred thousand (100,000) shares of the Corporation’s common stock at an exercise price equal to the closing price of such stock on the date of grant (the “Option”). The shares underlying the Option shall vest as follows: (i) 10,000 shares shall be vested as of the effective date of this Agreement, and (ii) 10,000 shares shall vest on each of the next nine anniversaries of the effective date of this Agreement, provided that the Executive is still employed with the Corporation on each such date. If a Change in Control transaction occurs during the Term, then any shares that have not vested under the Option will vest immediately upon the closing of the Change of Control transaction. To the extent legally permitted, the Option shall be an incentive stock option. The Option shall have a term of ten (10) years.”
2. No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms
of the Employment Agreement shall remain in full force and effect.
1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.
“EMPLOYER” | |
RF Industries, Ltd. | |
By: /s/ MARK TURFLER | |
Mark Turfler | |
Chief Financial Officer | |
“EXECUTIVE” | |
/s/ JOHNNY WALKER | |
Johnny Walker | |
2 |