UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) : September 6, 1996
BATTERIES BATTERIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27994 13-383-5420
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
200 Madison Avenue New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 953-0100
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Item 5. Other Events.
The Company, on September 12, 1996, entered into an agreement dated as of
September 6, 1996 with Mr. Donald L. Luke pursuant to which he resigned as
Chief Executive Officer and a Director of the Company and from all positions
with its subsidiaries. The agreement provides for Mr. Luke's engagement as a
part-time consultant to the Company through August 31, 1997 at a rate of $500
per month. Pursuant to the agreement, Mr. Luke was paid $104,000 and his
employment agreement, which was to extend until June 5, 1997 and provided for
a salary of $165,000 per annum plus bonus, was terminated.
The Company also agreed to purchase or find a purchaser to acquire from
Mr. Luke in January 1997, 20,000 shares of his Common Stock at a price per
share of $5.00 or, if greater, 80% of its market value. The agreement also
provides for the amendment of his option to purchase 80,000 shares at $5.00
per share to allow the purchase of all the shares at any time through the end
of the consulting period.
Warren H. Haber, Chairman of the Board of Directors, has been appointed
acting Chief Executive Officer.
Item 7. Financial Statements and Exhibits.
10(m) - Agreement dated as of September 6, 1996 between Batteries
Batteries, Inc. and Donald L. Luke.
<PAGE>
SIGNATURE
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.
Dated: September 27, 1996
BATTERIES BATTERIES, INC.
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(Registrant)
By: /s/ John L. Teeger
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Name: John L. Teeger
Title: Vice President
<PAGE>
AGREEMENT
AGREEMENT dated as of the 6th day of September 1996 between
Batteries Batteries, Inc., a Delaware corporation (the "Company") and Donald L.
Luke residing at 250 East 54 Street, New York, New York 10022 ("Luke").
WHEREAS, the Company and Luke, an officer, director and
stockholder of the Company have determined that it would be mutually desirable
for Luke's relationship with and obligations to the Company be changed to that
of a nonemployee consultant.
NOW, THEREFORE, it is hereby agreed that:
1. Luke hereby resigns as of September 6, 1996 as an
employee and as officer and director of the Company and each of its
subsidiaries.
2. Commencing as of September 6, 1996 the Company hereby
engages Luke as a consultant and Luke hereby agrees as a consultant to the
Company to provide, subject to his availability, during the twelve month period
ending August 31, 1997 such consulting services within the New York
metropolitan area as the Company may reasonably request, provided, however,
that Like shall not be required to spend more than three hours in the
performance of such services during any calendar month. In consideration
therefor, the Company shall pay Luke a fee of $6,000 payable in twelve
installments of $500 each with the first payment to be made upon the execution
of this Agreement which first payment shall relate to the period ended
September 30, 1996 and the following eleven installments to be on the first day
of each subsequent month.
3. The Employment Agreement between the Company and Luke,
dated June 6, 1995, is hereby terminated and neither the Company nor Luke shall
have any further obligations thereunder, except that the Company, upon
execution of this Agreement, shall pay Luke all accrued but unpaid salary
through September 6, 1996 and accrued and unpaid vacation through such date
payable pursuant to the Employment Agreement.
4. The Company is hereby delivering to Luke its check in the
amount of $60,892.00 ($104,000 less withholding for federal ($29,120.00), state
($8,413.60) and city ($4,066.40) income taxes and Medicare ($1,508.00) taxes)
and Luke hereby acknowledges receipt of such payment in consideration for
Luke's agreements contained herein.
5. The Company agrees to redeem on April 12, 1997 at the
offices of the Company the 131,600 shares of the Series A Preferred Stock
registered in the name of Merrey Lynn Luke at the redemption price of $131,6000
plus accrued and unpaid dividends at the per share rate of $.08 per annum
through such payment date pursuant to the terms of the Series.
6. The Stock Option Agreement between the Company and Luke,
dated as of March 11, 1996 is hereby amended to provide that the Termination
Date is August 31, 1997 and that
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Luke shall have the right under such agreement to acquire from time to time on
or prior to the Termination Date, in whole or in part, all 80,000 shares
subject to the option agreement at the exercise price of $5.00. In the event of
his death or disability, such right shall be exercisable by his legal
representative on or prior to the Termination Date.
7. Luke hereby agrees to sell from his current holdings of
shares of Common Stock of the Company and the Company hereby agrees to purchase
or to have a financially responsible person purchase from Luke on January 15,
1997 20,000 shares (the "Shares") at a price per share equal to the greater of
$5.00 or 80% of the average of the closing sales prices of the Common Stock for
the five trading days on Nasdaq immediately preceding January 15, 1997, with
delivery of the Shares and payment therefor to be at the offices of the Company
at 10:00 a.m. Eastern time on such date (the "Closing"). Luke agrees to deliver
at the Closing the stock certificates for the Shares duly endorsed or
accompanied by stock powers duly executed with signature guaranteed by a New
York Stock Exchange member or a federal bank to enable the purchaser to acquire
good and marketable title to the Shares free and clear of all liens, charges
and encumbrances.
8. Luke agrees not to make disparaging remarks about the
Company, its subsidiaries, affiliates, employees, officers, directors or
products. The Company agrees not to make disparaging remarks about Luke or his
employment by the Company and shall cooperate with Luke in providing such
references as Luke may reasonably request in connection with his securing
employment.
9. Luke for himself and on behalf of his agents, assignees,
attorneys, heirs, executors and administrators, hereby fully releases the
Company, its successors, assigns, parents, subsidiaries, divisions, affiliates,
officers, directors, shareholders, employees, and representatives (collectively
for purposes of this Section 9 the "Company"), from any and all liability,
claims, demands, actions, causes of action, suits, grievances, debts, sums of
money, controversies, agreements, promises, damages, costs, expenses,
attorneys' fees, and remedies of any type which he now has or hereafter may
have against the Company by reason of any matter, cause, act or omission
arising out of or in connection with his employment as an employee, officer or
director of the Company or any of its subsidiaries or the termination of such
employment through the date of September 6, 1996, including, but not limited
to, any claims, demands or actions for compensation; breach of contract, fraud
or misrepresentation; defamation; violations under the Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the
Rehabilitation Act of 1973, the Civil Right Act of 1866, the Americans with
Disabilities Act, the Employee Retirement Income Security Act of 1974, the
Civil Rights Act of 1991, the New York State of New York City Human Rights
Laws, or any other federal, state or local statute or regulation regarding
employment, discrimination in employment, termination of employment, and the
common law of any state; provided, however, that this release shall not apply
to the Company's obligations under this Agreement or pursuant to the Company's
By-laws and Section 145 of the General Corporation Laws of Delaware with
respect to Luke's services as an officer or director of the Company and its
subsidiaries.
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10. The Company for itself and on behalf of its subsidiaries
and officers and directors of the Company and its subsidiaries (collectively
for purposes of this Section 10 the "Company") hereby fully releases Luke, his
assigns, heirs, executors, administrators and representatives from any and all
liability, claims, demands, actions, causes of action, suits, grievances,
debts, sums of money, controversies, agreements, promises, damages, costs,
expenses, attorneys' fees, and remedies of any type which the Company now has
or hereafter may have by reason of any matter, cause, act or omission arising
out of or in connection with Luke's employment as an employee, officer or
director of the Company or its subsidiaries through the date of this Agreement,
except as to the Company's obligations under this Agreement.
11. Except to the extent required by law, the parties hereto
shall not disclose the terms of this Agreement to any person other their
respective attorneys, immediate family members, accountants, advisors or
employees who have a business need to know such terms in order to approve or
implement such terms.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first written above.
BATTERIES BATTERIES, INC.
BY: /s/ Warren H. Haber
_____________________________
/s/ Donald L. Luke
_____________________________
Donald L. Luke
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