-----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, OYsaHUyS7CVbBxZZ++Z8KkyGhYcaPW6PfTbNxaOpAfK8Xx9a8lfJYYm5xuVeyAry zvttb18s5SHGc01ZpJ2Vsg== 0000950123-96-006010.txt : 19961030 0000950123-96-006010.hdr.sgml : 19961030 ACCESSION NUMBER: 0000950123-96-006010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961029 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTI INC CENTRAL INDEX KEY: 0000931581 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 222665282 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25490 FILM NUMBER: 96649291 BUSINESS ADDRESS: STREET 1: 7000 BLVD E CITY: GUTTENBERG STATE: NJ ZIP: 07093 BUSINESS PHONE: 2018547777 MAIL ADDRESS: STREET 1: 7000 BOULEVARD EAST CITY: GUTTENBERG STATE: NJ ZIP: 07093 8-K 1 FORM 8-K 1 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): October 23, 1996 KTI, INC. (Exact name of Registrant as specified in Charter) New Jersey 33-85234 22-2665282 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 7000 Boulevard East, Guttenberg, New Jersey 07093 (Address of principal executive office) (Zip Code) Registrant's telephone number including area code- (201) 854-7777 ------------------------------ Not Applicable (Former name and former address, as changed since last report) 2 ITEM 5. OTHER EVENTS On October 23, 1996, Nicholas Menonna, Jr., Chairman of the Board and Chief Executive Officer and Martin J. Sergi, President, Chief Financial Officer and Chief Operating Officer proposed to modify certain provisions of their employment contracts with respect to their bonuses for 1996, resulting in a significant reduction in their expected compensation. Under the original provisions of their contracts, their combined bonuses for 1996, based upon current earnings, would be in the range of $1,000,000. Under the modifications, Messrs. Menonna and Sergi will receive amounts not to exceed $145,000 each. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number DESCRIPTION - -------------- ----------- 99.1 Amendment to Employment Agreements between KTI, Inc. and Nicholas Menonna, Jr. and Martin J. Sergi #10.18 Employment Agreement between KTI, Inc. and Nicholas Menonna, Jr. dated May 1, 1994. #10.19 Employment Agreement between KTI, Inc. and Martin J. Sergi dated May 1, 1994. # Incorporated by reference from the Company's Registration Statement on Form S-4 (Registration Statement No. 33-85234) declared effective on January 6, 1995. 3 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. KTI, Inc. (Registrant) Dated: October 23, 1996 By: /s/ Martin J. Sergi ------------------- Name: Martin J. Sergi Title: President 4 EXHIBIT INDEX Exhibit Number DESCRIPTION - -------------- ----------- 99.1 Amendment to Employment Agreements between KTI, Inc. and Nicholas Menonna, Jr. and Martin J. Sergi #10.18 Employment Agreement between KTI, Inc. and Nicholas Menonna, Jr. dated May 1, 1994. #10.19 Employment Agreement between KTI, Inc. and Martin J. Sergi dated May 1, 1994. # Incorporated by reference from the Company's Registration Statement on Form S-4 (Registration Statement No. 33-85234) declared effective on January 6, 1995. EX-99.1 2 AMENDMENT TO EMPLOYMENT AGRMTS. 1 October 16, 1996 The Board of Directors of KTI: Dibo Attar Ross Pirasteh Jack Polak Jeffrey R. Power Marshall S. Sterman RE: Current Bonus Structure Pursuant to the Employment Agreements with Nicholas Menonna, Jr. and Martin J. Sergi Gentlemen: Under the current bonus structure for the above said contracts, the Company would be required to pay a combined bonus of approximately $1,050,000 based on KTI's financial results through September 30, 1996. As you know the Company is expected to be profitable for the four quarter and this amount would then increase accordingly. Recognizing that this would be a burden on the working capital of the Company at this time and in the interest in promoting shareholder value and confidence in the upper management of the Company rather than short term personal gain, we propose to you that the Company fix our bonuses for the year ended December 31, 1996 at $100,000 each plus a forgiveness of our loans with the Company in the amount of $45,000 each. Of course, this amount would be reduced if for any reason the formula in our existing contracts produces a result less than the proposed bonuses. We believe the Company has overcome great adversity and in 1996 has begun to realize its potential. KTI clearly has a very bright future ahead. It certainly has been a pleasure for us to have been a part of this achievement and likewise we look forward to helping direct the Company in achieving substantial growth for its shareholders in the years to come. Very truly yours, KTI, INC. /s/ Nicholas Menonna, Jr. - ------------------------- Nicholas Menonna, Jr. Chairman of the Board and Chief Executive Officer /s/ Martin J. Sergi - ------------------- Martin J. Sergi President 2 Board of Directors October 16, 1996 Page 2 Accepted and Agreed to: /s/ Jeffrey R. Power - -------------- -------------------- Dibo Attar Jeffrey R. Power /s/ Ross Pirasteh /s/ Marshall S. Sterman - ----------------- ----------------------- Ross Pirasteh Marshall S. Sterman - -------------- Jack Polak -----END PRIVACY-ENHANCED MESSAGE-----