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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) October 3, 1995
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GEOTEK COMMUNICATIONS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-17581
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(State or other juris- (Commission File Number)
diction of incorporation)
22-2358635
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(IRS Employer Identification No.)
20 Craig Road, Montvale, New Jersey 07645
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On October 3, 1995, Geotek Communications, Inc. (the "Company") entered
into a Confidential Employment Agreement (the "Agreement") with Jonathan C.
Crane pursuant to which Mr. Crane will serve as the Company's President and
Chief Executive Officer, U.S. Business for a term commencing on the date of the
Agreement and continuing through December 31, 1996 (the "Term"). The term shall
automatically be extended for an additional period of one year at each year end
anniversary date unless either the Company or Mr. Crane shall give the other 90
days prior written notice of its intention not to extend the Agreement. Under
the Agreement, Mr. Crane is paid an annual base salary of $250,000, which salary
is to increase annually by an amount which shall not be less than the increase
in the Consumer Price Index. At the conclusion of one continuous year of
employment with the Company, Mr. Crane is guaranteed to receive a minimum bonus
of $50,000, thereafter he is eligible to receive an annual bonus between $50,000
and $100,000, as determined in the discretion of the Board of Directors of the
Company. Mr Crane is entitled to receive all employee benefits offered to senior
executives and key management employees of the Company, including without
limitation early retirement or 401(k) plans, annual and long-term incentive
compensation plans, stock option and purchase plans, group life insurance plans
and accident plans, medical and dental insurance plans and disability insurance
plans and any other benefit plan or arrangement. Mr. Crane is also entitled to
be reimbursed for all out-of-pocket expenses reasonably and necessarily incurred
in the performance of his duties and to receive the use of an automobile and an
allowance to cover all expenses and maintenance costs attributable thereto, as
well as the cost of insuring such vehicle.
Mr. Crane is bound by the Agreement to treat confidentially all
proprietary information learned by him during the course of his employment with
the Company and for a period of three years thereafter. Mr. Crane has also
agreed to refrain from (i) competing in the United States with the Company or
any of its affiliates during the term of the Agreement and for a period of one
year thereafter, (ii) soliciting the Company's employees or officers for one
year following the termination of the Agreement and (iii) soliciting the
Company's or any of its affiliates' customers and/or suppliers for two years
following the termination of the Agreement. All of such non-competition
provisions may, at the option of the Company, be extended for an additional one
year period upon the payment to Mr. Crane of an amount equal to his most recent
annualized compensation.
In connection with the execution of the Agreement, Mr. Crane was
granted options to acquire 300,000 shares of the Company's common stock, par
value $.01 ("Common Stock"). Of such options, 200,000 have an exercise price of
$8.875 per share and 100,000 have an exercise price of $12.00 per share. The
options vest over three years (20% the first year, 20% the second year and 60%
the third year).
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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.
GEOTEK COMMUNICATIONS, INC.
Date: May 15, 1996 By: /s/ Robert Vecsler
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Name: Robert Vecsler
Title: General Counsel and Secretary
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