0001104659-05-025135.txt : 20050524 0001104659-05-025135.hdr.sgml : 20050524 20050524141626 ACCESSION NUMBER: 0001104659-05-025135 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 05854010 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 a05-9912_18ka.htm 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 16, 2005

DPAC TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

California	0-14843	33-0033759
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

7321 Lincoln Way, Garden Grove, California 92841
(Address of principal executive offices) (Zip Code)

	714-898-0007
Registrant’s telephone number, including area code

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on February 16, 2005, the Registrant determined, among other things, to adopt a plan for a retention bonus pool, payable only in the event of a change in control of the Registrant. The management personnel who participate shall include executive officers Creighton K. Early, Stephen J. Vukadinovich, and Michael P. Zachan, as well as Gregory S. Gower. A description of the terms of this retention pool for management employees as originally adopted was filed as Exhibit 10.17, and is incorporated herein by this reference.

In order to help the Registrant minimize cash expenditures, the Registrant has modified, with the agreement of all participants in the pool, the retention bonus pool. The participants have agreed to an exchange of cash for options in the retention bonus pool.

The options are options to purchase the Registrant’s common stock pursuant to the Registrant’s 1996 Stock Option Plan. A description of the terms of these grants to the participants is attached hereto as Exhibit 10.17.1 and incorporated herein by this reference.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

10.17		Description of Retention Bonus Pool*(1)

10.17.1		Description of Option Grants*

* Management compensatory plan or arrangement.

(1) Incorporated by reference to the Registrant’s Form 8-K filed February 23, 2005.

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.

DPAC Technologies Corp.

(Registrant)

Date May 23, 2005

/s/ Creighton K. Early

(Signature)

Creighton K. Early, Chief Executive Officer

(Name and Title)

EXHIBIT INDEX

Exhibit No.		Description

10.17		Description of Retention Bonus Pool*(1)

10.17.1		Description of Option Grants*

* Management compensatory plan or arrangement.

(1) Incorporated by reference to the Registrant’s Form 8-K filed February 23, 2005.

EX-10.17.1 2 a05-9912_1ex10d17d1.htm EX-10.17.1

Exhibit 10.17.1

On May 19, 2005, the Registrant’s Board of Directors approved a modification to a retention bonus pool for key management employees adopted on February 16, 2005. The purpose of the retention bonus pool, whether the pool contains cash or options, is to provide an additional incentive to key management personnel to give their entire attention and efforts to the Company’s business. Participants who voluntarily terminate their employment or are terminated for cause prior to the date on which the change in control occurs shall not be eligible to receive any payment on account of these options.

The pool was initially funded with $135,000 in cash, all of which is being released to the Registrant immediately. Stock options will be granted upon a change in control in the Registrant. Upon their grant on the date of the change in control, the options would be immediately vested and have an exercise price equal to the closing price of the Registrant’s common stock. There are 600,000 shares of authorized and previously unissued common stock, without par value, reserved and committed to these future grants. The options shall be subject to the terms and conditions of the Registrant’s 1996 Stock Option Plan.

The options to purchase 600,000 shares would be distributed as follows:

Creighton K. Early		240,000
Michael P. Zachan		120,000
Stephen J. Vukadinovich		120,000
Gregory S. Gower		120,000