0001144204-15-034727.txt : 20150601 0001144204-15-034727.hdr.sgml : 20150601 20150601135201 ACCESSION NUMBER: 0001144204-15-034727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150527 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: 20150601 DATE AS OF CHANGE: 20150601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13301 FILM NUMBER: 15902608 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 8585496340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 8-K 1 v412201_8k.htm FORM 8-K

 

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
of Incorporation) 

0-13301

 

(Commission File Number)

88-0168936

 

(I.R.S. Employer
Identification No.)

 

 

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 5.02Departure 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 9.01Financial 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

 

 

 

 

 EX-10.1 2 v412201_ex10-1.htm EXHIBIT 10.1

 

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