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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): June 9, 1995
BOWMAR INSTRUMENT CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-4817 35-0905052
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) identification No.)
Incorporation)
5080 North 40th Street, Phoenix, Arizona 85018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602 957-0271)
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(Former name or former address, if change since last report)
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ITEM 5. OTHER EVENTS
Exhibit 5 (a) - Press release dated June 9, 1995 attached hereto.
Exhibit 5 (b) - Amendment and agreement dated as of June 1, 1995 by and between
the registrant and Gardiner S. Dutton.
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 hereto duly authorized.
BOWMAR INSTRUMENT CORPORATION
By: /s/ Thomas K. Lanin
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Thomas K. Lanin
President and CEO
DATED: June 26, 1995
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For: Bowmar Instrument Corporation Exhibit 5 (a)
5080 North 40th Street, Suite 475
Phoenix, Arizona 85018
Contact: Thomas K. Lanin
Bowmar Instrument Corporation
(602) 957-0271
FOR IMMEDIATE RELEASE
BOWMAR ANNOUNCES MANAGEMENT CHANGES
PHOENIX, ARIZONA--JUNE 9, 1995
Bowmar Instrument Corporation (ASE:BOM) announced today the resignation
of Gardiner S. Dutton as President and Chief Executive Officer and the election
of Thomas K. Lanin, Chief Financial Officer of Bowmar since 1987, as his
successor. Mr. Dutton will continue as a member of Bowmar's Board of Directors.
Mr. Dutton said: "When I became President in December of 1990, I worked
with Tom Lanin to develop a three part strategy for Bowmar. We have
unequivocally accomplished the first two strategies, returning to profitability
and deleveraging the Company. Bowmar has reported $5.6 million in net earnings
and an increase in net worth to $5.0 million from a negative $3.0 million over
the last four and a half years. The third strategy, redeployment of assets is
underway and I confidently turn this important task over to Tom. We have worked
closely during my tenure and he will ably lead the Company into the 21st
century."
Mr. Lanin stated: "I look forward to the challenge of directing
Bowmar's business activities and continuing the emphasis on the strategic
redirection of the Company. Since I have been a part of Bowmar for some time it
will be a smooth transition. I am pleased that Gardiner will remain available as
a member of the Board. His advice and counsel will be invaluable to me."
Bowmar, which is headquartered in Phoenix, Arizona, manufactures and
sells microelectronic and electromechanical products with specific applications
in the aerospace, defense, electronic, computer and dental equipment industries.
The Company's manufacturing facilities are located in Fort Wayne, Indiana and
Phoenix, Arizona.
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Exhibit 5 (b)
AMENDMENT AND AGREEMENT
AMENDMENT AND AGREEMENT dated as of June 1, 1995, by and
between BOWMAR INSTRUMENT CORPORATION, an Indiana corporation (hereinafter
called the "Company"), with its principal office located at 5080 North 40th
Street, Suite 475, Phoenix, Arizona 85018, and GARDINER S. DUTTON, residing at
5615 Echo Canyon Circle, Phoenix, Arizona 85018 (hereinafter called the
"Executive").
The Company and the Executive have entered into an Employment
Agreement dated as of August 15, 1991, as amended by Amendment dated as of
August 15, 1992 (said Employment Agreement as so amended being herein called the
"Employment Agreement").
The Company and the Executive desire to further amend the
Employment Agreement to provide for a change in the duties of the Executive from
President and Chief Executive Officer, his compensation and his benefits and to
agree to provide for a consulting arrangement following the term of the
Employment Agreement.
NOW THEREFORE, in consideration of the premises, the Company and
Executive hereby agree as follows:
1. Amendment of Employment Agreement.
a. The first and second paragraphs of Section 1 of the
Employment Agreement are deleted in their entirety and the following added in
lieu thereof:
1. Employment. The Company hereby employs the
Executive to perform such special assignments as may be
requested by the Board of Directors ("Board") of the Company or
its Chief Executive Officer during the term of the Agreement.
The Executive shall serve as a member of the Board as long as
it is mutually agreeable to the Board and the Executive.
b. In the first sentence of the first paragraph of
Section 2(a), the number $175,000 set forth therein is deleted and the number
$200,000 is added in lieu thereof
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effective as of June 1, 1995. The first paragraph of Section 2(a) is further
amended by adding the following sentence after the end of the first sentence:
The salary of the Executive shall not be reduced during the
term of this Agreement. The second (now third) sentence of that paragraph is
deleted. The second paragraph of Section 2(a) is unchanged.
c. Section 2(b) is deleted in its entirety and the
following added in lieu thereof:
(b) Bonus. The Executive has received, simultaneously
with the execution and delivery of this Agreement, the
Company's check for $36,000, receipt whereof is hereby
acknowledged by the Executive. This amount is the anticipated
bonus that would be paid to the Executive based upon his salary
through May 31, 1995, and the projected bonus pool under the
current executive compensation plan as of September 30, 1995.
No adjustment will be made if the amount of bonus turns out to
be different than so anticipated.
d. Section 2(c) is deleted in its entirety and the
following added in lieu thereof:
(c) Stock Options and Restricted Stock Award. The
unexercised number of options granted to the Executive to
acquire Common Stock, without par value ("Common Stock"),
pursuant to the Option Agreement dated as of August 16, 1991,
as amended, may continue to be exercised after the termination
of the Employment Agreement, as provided in said Option
Agreement. The options to acquire Common Stock awarded to the
Executive on February 3, 1995, shall vest as to 50% thereof on
February 3,
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1996, and as to 100% thereof on August 31, 1996. All
restrictions on the award to the Executive of 5,000 shares of
Common Stock, which were the subject of a restricted stock
award on October 15, 1993, will be released and deleted
effective October 15, 1995, if the Executive is otherwise in
compliance with the terms of this Agreement.
e. The first paragraph of Section 2(d) is deleted in
its entirety and the following added in lieu thereof:
(d) Other Benefits; Miscellaneous. The Executive shall
be entitled until September 30, 1996, if the Executive remains
in compliance with the Employment Agreement, as hereby amended,
to the following benefits and no others: (i) all present
insurance coverages, except as they may be changed for all
executives of the Company; (ii) an auto allowance of $700 per
month; (iii) supplemental medical expense reimbursement to a
fiscal year maximum of $4,000; (iv) membership fees in the
Paradise Valley Country Club of approximately $195 per month;
and (v) an office at the headquarters of the Company until such
time as the Company hires a new Chief Financial Officer or the
equivalent, and reasonable secretarial services.
The second paragraph of Section 2(d) is unchanged.
f. The second sentence of Section 3 is deleted in its
entirety.
g. The first paragraph of Section 4 is deleted in its
entirety. The second paragraph of Section 4 is revised to delete the last five
words "for the ensuing six months" and to insert in lieu thereof "for the
balance of the term of this Agreement."
h. Section 5(c) is deleted in its entirety.
2. Consultation and Other Rights Following End of Term. If the
Executive
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remains in compliance with the Employment Agreement, as hereby amended, the
Company shall at the end of the term of the Employment Agreement, as so amended,
hire the Executive as a consultant to the Company at a nominal annual fee. If,
during the period of consultancy, the Executive shall die, the Company will
retain the Executive's spouse, Catherine Dutton, as a consultant on the same
terms as provided herein for the consultancy of the Executive. During the term
of any such consulting arrangement, the Executive shall be entitled to the
medical benefits then in effect for executives of the Company, to the extent
that they are available, at the Executive's sole cost and expense. The Company
shall use its best efforts to obtain such medical benefits but shall not be
obligated to change its insurance carrier, make any additional expenditures or
otherwise do anything other than in the ordinary course of business. It is the
intention of the parties to continue such medical benefits during any
consultation arrangement until the Executive and his spouse are both eligible
for Medicare benefits. During the term of any consultancy arrangement pursuant
to the provisions of this Section 2, the provisions of Sections 5, 6, 7, 8 and 9
of the Employment Agreement shall remain in effect and apply to the Executive or
his spouse, as the case may be.
3. Mutual Releases. The Company, on behalf of itself, its
officers, directors, agents, employees, successors and assigns unconditionally
releases and forever discharges the Executive and his respective agents,
representatives and administrators from any claims, rights, damages, costs and
expenses whatsoever, known or unknown, contingent or fixed, liquidated or
unliquidated, past, present or future, which have arisen or which may arise in
the future, which pertain in any way to the employment of the Executive through
the date of the execution of this Amendment.
The Executive, on behalf of himself, his agents,
representatives and administrators, unconditionally releases and forever
discharges the Company and its officers, directors, agents, employees,
successors and assigns from any claims, rights, damages, costs and expenses
whatsoever, known or unknown, contingent or direct, liquidated or unliquidated,
past, present or future, which have arisen or which may arise in the future and
which pertain in any way to his
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employment by the Company through the date of the execution of the Amendment.
The Executive's release includes, but is not limited to, any
claims under the Age Discrimination in Employment Act as amended. The Executive
acknowledges that he has been advised to consult with an attorney, and has done
so, prior to executing this Amendment. The Executive also acknowledges that he
has been offered a period of twenty-one (21) days within which to consider this
Amendment but has elected to execute this Amendment on the date specified at the
end of this Amendment.
The Executive understands that this Amendment may be revoked by
him within seven (7) days of its execution. The Executive may revoke this
Amendment by delivering a notice to the Company within seven (7) days following
his execution of this Amendment. The Executive understands that if this
Amendment is revoked, he must return whatever consideration has been provided to
him and understands that the Company will have no further obligations under this
Amendment, which shall be null and void as if it had never been executed.
4. No Other Change in Agreements. Except as specifically
changed by this Amendment, the Employment Agreement and the above-mentioned
Stock Option Agreement shall continue in full force and effect in the form
originally executed.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in its name by its Vice President and its corporate seal to be hereunto
affixed and the Executive has hereunto set his hand, all as of the day, month
and year first set forth below.
EXECUTED: BOWMAR INSTRUMENT CORPORATION
June 9, 1995 BY /S/ Thomas K. Lanin
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Thomas K. Lanin
President and CEO
June 9, 1995 /S/ Gardiner S. Dutton
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Gardiner S. Dutton
5615 Echo Canyon Circle
Phoenix, Arizona 85018
