0001181431-13-023310.txt : 20130424 0001181431-13-023310.hdr.sgml : 20130424 20130424172201 ACCESSION NUMBER: 0001181431-13-023310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130418 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130424 DATE AS OF CHANGE: 20130424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07109 FILM NUMBER: 13780165 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 CITY: ELMA STATE: NY ZIP: 14059-0300 8-K 1 rrd377540.htm FORM 8-K FILED APRIL 24, 2013 Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  04/18/2013
 
Servotronics, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-07109
 
Delaware
  
16-0837866
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1110 Maple Street
Elma, New York 14059
(Address of principal executive offices, including zip code)
 
(716) 655-5990
(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:
[  ]   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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On April 18, 2013, the Independent Directors of Servotronics, Inc., acting as the Plan Committee pursuant to the 2012 Long-Term Incentive Plan, approved time-based long-term equity incentive awards to executive officers of the Company. The restricted share awards will generally vest one-third on each of January 1, 2014, 2015 and 2016, provided, however, that the restricted shares awarded to Dr. Trbovich will vest one half on each of January 1, 2014 and 2015.

The time-based long-term equity incentive awards that the Company's executive officers are eligible to receive are as follows:

Name                                Title                           Number of Restricted Shares

Dr. Nicholas D. Trbovich        Chief Executive Officer           60,000
Kenneth D. Trbovich               President                  60,000
Cari L. Jaroslawsky               Chief Financial Officer           18,000
James C. Takacs                        Vice President                  15,000
Salvatore San Filippo               Senior Vice President           12,000

All awards of equity will be under and in accordance with the Company's 2012 Long-Term Incentive Plan (the "Incentive Plan") and will be governed by individual award agreements. The Company's stockholders approved the Incentive Plan at the Company's 2012 Annual Meeting of Shareholders. The Form of Restricted Stock Award Agreement for the time-based awards is attached hereto as Exhibit 10.1and is incorporated by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits
10.1        Form of Restricted Share Agreement for Time-Based Awards (filed herewith)
 

 

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.
 
           
Servotronics, Inc.
 
 
Date: April 24, 2013
     
By:
 
/s/    Cari L. Jaroslawsky
               
Cari L. Jaroslawsky
               
Chief Financial Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Form of Restricted Share Agreement for Time-Based Awards
EX-10 2 rrd377540_39501.htm FORM OF RESTRICTED SHARE AGREEMENT FOR TIME-BASED AWARDS Exhibit 10

Exhibit 10.1

SERVOTRONICS, INC.

2012 LONG-TERM INCENTIVE PLAN

Award Agreement

[Grant_ Date]

Dear [Salutation]:

We are pleased to notify you that the Committee under the Servotronics, Inc. 2012 Long-Term Incentive Plan (the "Plan") has designated you as the recipient of an award of Restricted Shares under the Plan. This letter, once signed by you, will constitute your Award Agreement. The award is subject to your entry into this agreement.

    1. The number of Shares covered by the award is [Total_Shares] shares and the effective date of the award is [Grant_Date].
    2. When a term defined in the Plan is used in this agreement, the definition given in the Plan will apply for the purposes of this agreement.
    3. Your interest in the Restricted Shares is forfeitable and will become vested only as described below in Paragraphs 3(a) and (b).
      1. Your interest in [FirstVesting] Shares will become vested on [FirstVestingDate]; your interest in [SecondVesting] Shares will become vested on [SecondVestingDate]; and your interest in the remaining [ThirdVesting] Shares will become vested on [ThirdVestingDate], provided that you are in the employ of the Company or a Subsidiary on the relevant vesting date.
      2. If your employment with the Company and its Subsidiaries terminates before [ThirdVestingDate] by reason of your death or Permanent Disability, your interest in all of the Restricted Shares will become vested as of the date of the termination of your employment.
    4. The period beginning on the effective date of the award during which your interest in one or more Restricted Shares remains forfeitable is called the Restricted Period with respect to those Shares. During the Restricted Period with respect to Restricted Shares the Company will hold the certificate for those Shares, and you may not assign or otherwise transfer those Shares or any interest in those Shares. You may, however, vote those Shares.

      5. Dividends, if and when declared by the Board of Directors, payable with respect to those Shares during the Restricted Period shall be payable on the dividend payment date if held on the applicable dividend record date.

    5. If your interest in any Shares becomes vested under Paragraph 3, the Company will deliver a certificate for the number of Shares in which your interest becomes vested. The delivery and payment will be made to you or, in the event of your death, to your estate or the person to whom your rights are transferred by will or under the laws of descent and distribution, subject to satisfaction of any federal, state, and local income and employment tax withholding obligation incurred by the Company.
    6. The Company shall deduct from any dividend account payment the amount of tax it is obliged to withhold with respect to the payment. You or, in the event of your death, the person to whom Shares shall be delivered may make provision for payment of any tax the Company is obliged to withhold in connection with the vesting of your interest or the delivery of the Shares, by making payment to the Company in cash. The Company may elect in its discretion to retain Shares from the number deliverable, to satisfy its withholding obligation.
    7. You have been provided with a copy of the Plan, which describes certain terms, conditions, restrictions, and limits on the Restricted Shares awarded to you. In addition to being subject to the terms of this agreement, the award is subject to the terms, conditions, restrictions, and limits set forth in the Plan, as if they were set forth in full in this agreement, including the following:
      1. If your employment with the Company and its Subsidiaries terminates for any reason other than as specified in Paragraph 3(b), you will forfeit, as of the date of the termination of your employment, your interest in all Shares other than any Shares in which your interest has already become vested pursuant to Paragraph 3(a).

Upon a forfeiture, all interest in the affected Shares and in the dividend account credits attributable to those Shares will automatically revert to the Company.

SERVOTRONICS, INC.

By: ___________________________________
[Company Signature]

By executing this agreement, I acknowledge receipt of a copy of the Servotronics, Inc. 2012 Long-Term Incentive Plan and agree to be bound by the terms and conditions of the Plan and this agreement.

___________________________________
[Name]
[Title]