-----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, FGT9auLIlqfqj1v7GwG2b5gael++kFo+t2QhnRaOaONU5txezTCX9zYICJGcg2ss 1jCmNWjdk6+PjR9Oos2PRA== 0000950135-05-006885.txt : 20051209 0000950135-05-006885.hdr.sgml : 20051209 20051209142203 ACCESSION NUMBER: 0000950135-05-006885 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051207 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BTU INTERNATIONAL INC CENTRAL INDEX KEY: 0000840883 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042781248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17297 FILM NUMBER: 051255159 BUSINESS ADDRESS: STREET 1: 23 ESQUIRE ROAD CITY: NORTH BILLERICA STATE: MA ZIP: 01862 BUSINESS PHONE: 5086674111 MAIL ADDRESS: STREET 1: 23 ESQUIRE ROAD CITY: NORTH BILLERICA STATE: MA ZIP: 01862 FORMER COMPANY: FORMER CONFORMED NAME: BTU CORP DATE OF NAME CHANGE: 19881109 8-K 1 b58138bte8vk.htm BTU INTERNATIONAL, INC. e8vk
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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): December 7, 2005

     
BTU INTERNATIONAL, INC.
(Exact name of registrant as specified in its chapter)
 
         
Delaware   0-17297   04-2781248
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
 
     
23 Esquire Road, N. Billerica, Massachusetts   01862
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code: (978) 667-4111

     
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 220.425)
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))
 
 

 

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SIGNATURES

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
     On December 7, 2005, each of Thomas P. Kealy, Vice President, Chief Accounting Officer and Corporate Controller, James M. Griffin, Vice President, Global Sales and Service, and Thomas F. Nash, Vice President, Global Operations and Marketing (each, the “Executive”), executed an agreement (each, an “Agreement” and together the “Agreements”) with BTU International, Inc. (the “Company”). These Agreements were not entered into in response to a specific takeover proposal from a third party or in light of any merger discussions. The Agreements provide as follows:
  •   In the event that the Company terminates the Executive’s employment other than for cause (as defined in the Agreement), the Company will continue to pay the Executive for up to 12 months, will continue to contribute to the premium cost of the Executive’s medical and dental coverage during this period, and will pay a pro rata portion of the Executive’s bonus for the year of termination.
 
  •   In the event that within one year of a change in control (as defined in the Agreement) the Company terminates the Executive’s employment other than for cause or the Executive terminates his employment for good reason (as defined in the Agreement), the Company will make a lump-sum payment to the Executive equal to twelve (12) months of the Executive’s base salary and a pro rata bonus. In addition, for twelve (12) months following the date of termination, the Company will continue to contribute to the premium cost of the Executive’s medical and dental coverage.
 
  •   If a change of control occurs, and (i) the Executive remains employed by the Company on the date that is six months thereafter or (ii) the Company terminates the Executive’s employment other than for cause before six months thereafter, the Company will provide the Executive with either (A) a cash payment equal to the value of 10,000 shares of the Company’s common stock at the time of the change of control or (B) at the Company’s option, if the Company is the surviving corporation, 10,000 shares of the Company’s common stock.
 
  •   Executive also agrees to comply with certain confidentiality, standstill, and non-solicit covenants.

 

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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.
         
  BTU INTERNATIONAL, INC.
(Registrant)
 		  
Date: December 9, 2005  By:   /s/ THOMAS P. KEALY    
    Name:   Thomas P. Kealy   
    Title:   Vice President, Chief Accounting Officer, and Corporate Controller   
 

 

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