8-K

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) March 28, 2009

APPLIED ENERGETICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-14015	77-0262908
(Commission File Number)	(IRS Employer Identification No.)
3590 East Columbia Street, Tucson, Arizona	85714
(Address of Principal Executive Offices)	(Zip Code)

(520) 628-7415

(Registrant’s Telephone Number, Including Area Code)

(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))

Item 1.01.  Entry into a Material Definitive Agreement

The Registrant entered into the Separation Agreement (defined below) with Dana A. Marshall, its former President, Chief Executive Officer and Chairman, as described below.

The Company entered into the Consulting Agreement (defined below) with Stephen McCahon, its former Executive Vice President, as described below.

Item 1.02.  Termination of a Material Definitive Agreement

On March 31, 2009, pursuant to the Separation Agreement, the Registrant’s employment agreement with Dana A. Marshall dated August 18, 2006, as amended, was terminated, except as to Section 7 (Confidentiality; Noncompetition; Nonsolicitation; Nondisparagement) and 8 (Executive’s Cooperation).

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b)           On March 28, 2009, James A. McDivitt resigned as a director of the Registrant.  At the Registrant’s request, Mr. McDivitt entered into a consulting agreement with the Registrant pursuant to which Mr. McDivitt will provide certain consulting services to the Registrant for a period of up to one year

On March 31, 2009, the Registrant and Dana A. Marshall entered into a separation agreement (the “Separation Agreement”) pursuant to which Mr. Marshall no longer serves as director, President, Chief Executive Officer or Chairman of the Board of the Registrant. Pursuant to the terms of the Separation Agreement, Mr. Marshall will receive (i) a $135,000 lump sum payment and (ii) twelve (12) monthly payments of $29,167.  In addition, the Registrant agreed to accelerate the vesting of 137,500 unvested shares of restricted stock and unvested options to purchase 800,000 shares of common stock.

On March 31, 2009, Stephen McCahon resigned as Executive Vice President of the Registrant and entered into a consulting agreement (the “Consulting Agreement”) with the Registrant pursuant to which he agreed to provide business and technical services to the Registrant for an initial term of twelve months for a fee of $18,750 per month.

Item 5.03.  Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

(a)           On April 2, 2009, the Registrant amended its Amended and Restated By-laws to designate the powers of the Chairman of the Board by adding the following paragraph as Article IV Section 6 of the By-laws:

“The Board is empowered to appoint a Chairman of the Board of Directors.  The Chairman shall act as chairman of all meetings of the Board of Directors and at all special and annual meetings of stockholders, and shall have control over the agenda of such meetings, all in accordance with the provisions of these By-laws and the Certificate of Incorporation.  The Chairman shall perform such other duties as may from time to time be assigned to him by the Board.”

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibit 3.1   Amendment to Amended and Restated By-laws. Exhibit 99.1   Press Release dated April 1, 2009.

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 thereunto duly authorized.

APPLIED ENERGETICS, INC.
(Registrant)
By:	/s/ Kenneth Wallace
	Kenneth Wallace
	Chief Financial Officer

Date:  April 1, 2009

EX-3.1

Exhibit 3.1

Amendment to Amended and Restated by-laws

Article IV Section 6 of the By-laws

The Board is empowered to appoint a Chairman of the Board of Directors.  The Chairman shall act as chairman of all meetings of the Board of Directors and at all special and annual meetings of stockholders, and shall have control over the agenda of such meetings, all in accordance with the provisions of these By-laws and the Certificate of Incorporation.  The Chairman shall perform such other duties as may from time to time be assigned to him by the Board”

EX-99.1

Exhibit 99.1

APPLIED ENERGETICS ANNOUNCES MANAGEMENT AND BOARD OF DIRECTOR CHANGES

TUCSON, Ariz.— April 1, 2009—Applied Energetics, Inc., (Nasdaq: AERG), today announced changes in its management.  Dana Marshall entered into a separation agreement with the company pursuant to which Mr. Marshall’s employment as President, CEO and Chairman of the Board and service as a director terminated.  In addition, Stephen McCahon resigned as Executive Vice President and entered into a consulting agreement with the company to provide business and technical services for an initial term of 12 months.

Brigadier General, U.S. Marine Corp. (USMC) (Ret.) James M. Feigley, a director of the company since June 2008, has been appointed to serve as the company’s non-executive Chairman of the Board of Directors, filling the role of lead independent director created by the resignation of General James A. McDivitt for personal reasons.  The company also announced that it entered into a consulting agreement with Mr. McDivitt for Mr. McDivitt to consult with the company for a period of up to one year.

James M. Feigley, 59, has served as President of Rock River Consulting, Inc. a defense consulting firm he founded in early May 2003 after retiring from the USMC. General Feigley served as Commander of the Marine Corps Systems Command from 1998 through 2002, where he was the executive authority on research, development, procurement, fielding and life cycle support for all Marine Corps ground combat, combat support and combat service support equipment, ordinance and systems. General Feigley served as Direct Reporting Program Manager-Advanced Amphibious Assault to the Assistant Secretary of the Navy, Research, Development and Acquisition Program from 1993 through 1998, during which time he was in charge of business planning, cost estimating, technical risk analyses and management, systems engineering and numerous other responsibilities. He served as Project Manager for the Headquarters, USMC and Naval Sea Systems Command from 1986 through 1993, where he managed all technology base projects for ‘Advanced Amphibious Assault Vehicle’ and wrote all technical, financial, cost, management, risk, planning and performance documentation. General Feigley also served as a member of the USMC from 1972 through 1986. He received a BS from the University of Wisconsin- Oshkosh in 1972 and graduated from the Army Logistics Management Center in 1982, the Marine Corps Command and Staff College in 1986 and the Defense Systems Management College in 1986. Mr. Feigley retired from the Marine Corps as a Brigadier General in 2002 and received many decorations and honors during his military career.

About Applied Energetics, Inc.

Applied Energetics, Inc., based in Tucson Ariz., specializes in development and manufacture of high performance lasers, high voltage electronics, advanced optical systems, and integrated guided energy systems for defense, aerospace, industrial, and scientific customers worldwide.  Applied Energetics pioneered the development of Laser Guided Energy (LGE®) technology, and related solutions for defense and security applications.  For more information about Applied Energetics, please visit www.appliedenergetics.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

Certain statements contained in this News Release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, but are not limited to: the company’s ability to attract and retain a principal executive officer; the dependence on sales of a limited number of products and the uncertainty of the timing and magnitude of government funding and orders, dependence on sales to government customers; the uncertainty of patent protection; the uncertainty of strategic alliances; the uncertainty of management tenure; the impact of third-party suppliers' manufacturing constraints or difficulties; management's ability to achieve business performance objectives, market acceptance of, and demand for, the company's products, and resulting revenues; development and testing of technology and products; manufacturing capabilities; impact of competitive products and pricing ;the ability to retain key personnel; litigation and other risks detailed in the company's filings with the Securities and Exchange Commission. The words "looking forward," "believe," "demonstrate," "intend," "expect," "contemplate," "estimate," "anticipate," "likely" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Applied Energetics undertakes no obligation to update any forward-looking statements contained in this news release.

Contact:

Kevin McGrath

Cameron Associates

212.245.4577

Kevin@cameronassoc.com