-----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, KsykVcMf94e2TEw8geBa/ho1DEKykQtkrosgYe4Lzy47jGT8s5PpQLDBQtMbzGCj z0b32E7nNVejS38EzInIjQ== 0000950159-05-000483.txt : 20050422 0000950159-05-000483.hdr.sgml : 20050422 20050422132846 ACCESSION NUMBER: 0000950159-05-000483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCAN OPTICS INC CENTRAL INDEX KEY: 0000087086 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060851857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05265 FILM NUMBER: 05766820 BUSINESS ADDRESS: STREET 1: 169 PROGRESS DR CITY: MANCHESTER STATE: CT ZIP: 06040 BUSINESS PHONE: 8606457878 MAIL ADDRESS: STREET 1: 169 PROGRESS DR CITY: MANCHESTER STATE: CT ZIP: 06040 8-K 1 scanoptics8k.txt 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): April 18, 2005 ------------------------------------------------ --------------- SCAN-OPTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-05265 06-0851857 ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 169 Progress Drive, Manchester, CT 06040 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 645-7878 --------------- (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-(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement On April 18, 2005, Logan Clarke, Jr., a director of Scan-Optics, Inc. and its Acting President and Chief Executive Officer, executed a letter agreement with the company regarding his employment as Acting President and Chief Executive Officer. The agreement provides that Mr. Clarke will continue as the company's Acting President and Chief Executive Officer as an at-will employee until the board of directors determines otherwise or Mr. Clarke resigns. Under the employment letter agreement, Mr. Clarke agrees to provide the company with one month's written notice prior to any such resignation, and that he will not be considered as a candidate for the office of President and Chief Executive Officer when the board of directors begins an executive search for such office. The employment letter agreement also provides that Mr. Clarke will receive a salary of $27,400 per month, retroactive to March 10, 2005, the date that he became Acting President and Chief Executive Officer of the company, and that the company shall reimburse Mr. Clarke for his reasonable business expenses incurred in his employment. The employment letter agreement provides that the material terms of the agreement may change in the future as the board of directors may determine is necessary. The foregoing description is qualified in its entirety with reference to the copy of the employment letter agreement attached as Exhibit 10.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.1 Employment Letter Agreement 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. SCAN-OPTICS, INC. By: Name: Peter H. Stelling Title: Chief Financial Officer, Vice President and Treasurer Date: April __, 2005 -2- EX-10 2 ex10-1.txt EXHBIT 10.1 [Scan-Optics Letterhead] April 14, 2005 Logan Clarke Scan-Optics, Inc 169 Progress Drive Manchester, CT 06040 Re: Acting President and Chief Executive Officer Position Dear Logan: This letter will confirm the terms under which you are acting as Acting President and Chief Executive Officer of Scan-Optics, Inc. You began as Acting President and CEO on March 10, 2005 and will continue to act in such capacity as an at-will employee until either the Board determines otherwise or you decide to relinquish your role. If you decide to relinquish your role as Acting President and CEO, we ask that you provide the Board with at least one month's written notice. You understand and agree that we will not consider you as a candidate for President and CEO, for which the Board will begin a search as soon as is practicable. Retroactive to March 10, you will be compensated at a rate of $27,400/month, which you will receive on the regular payroll schedule. You will work full-time, and will not be eligible for any bonus or other benefits. You will be reimbursed for reasonable business expenses, for which you should submit appropriate receipts through the Chief Financial Officer. The Company's policies as reflected in the employee handbook are hereby incorporated by reference and apply to you to the extent they do not conflict with any statements in this letter. This letter sets forth all material terms of your employment as Acting President and CEO, and you have not relied any promises, assurances, or other statements by or from anyone in accepting such terms. These terms may change from time to time in the future, as the Board may determine necessary. Your signature below indicates your acceptance of agreement to all terms herein. Logan Clarke April 19, 2005 Page 2 Thank you, Logan. We appreciate your willingness to serve Scan-Optics in this capacity. Very truly yours, /s/ Scott Schooley ------------------ Scott Schooley Accepted and agreed: /s/ Logan Clarke 4/18/05 - --------------------------------------------- Logan Clarke Date -----END PRIVACY-ENHANCED MESSAGE-----