8-K 1 electionofdirector.txt FORM 8-K ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. 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 18, 2006 ORBIT INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 0-3936 11-1826363 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 80 CABOT COURT HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 631-435-8300 NOT APPLICABLE -------------- (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 (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (d) On April 18, 2006, the Board of Directors of Orbit International Corp. (the "Company") elected H. William Coogan, Jr. to its Board of Directors. Mr. Coogan is expected to be named to the Company's Audit, Compensation and Nominating and Corporate Governance Committees. There are no arrangements or understandings between Mr. Coogan and any other person pursuant to which he was selected as a director. Mr. Coogan had no material interest in any relationship or transaction with the Company during the last two years. Mr. Coogan is Chief Executive Officer of Firstmark Corp. ("Firstmark"), whose wholly-owned subsidiary, Firstmark Aerospace, manufactures components and sub-assemblies for the aerospace marketplace. Mr. Coogan has been with Firstmark since December 2002. Prior thereto, Mr. Coogan was Co-Chief Operating Officer of Rothschild North American's mergers and acquisitions business in New York. Earlier, he was a Management Partner at CS First Boston (now Credit Suisse) and head of investment banking at Wheat First Butcher Singer (now Wachovia Securities). He earned his undergraduate degree from the University of Vermont (B.S.) and his MBA from the University of Virginia. 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 hereunto duly authorized. Dated: April 19, 2006 Orbit International Corp. By: /s/ Dennis Sunshine ------------------- Dennis Sunshine Chief Executive Officer and President