SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 16, 1997
Saf T Lok Incorporated
(Exact name of registrant as specified in its charter)
Florida 1-11968 65-0142837
(State of (Commission (IRS Employer Iden-
Incorporation) File Number) tification No.)
18245 S.E. Federal Highway, Tequesta, Florida 33469
(Address of principal executive offices)
Registrant's telephone number, including area code: 561-743-5625
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Item 5. OTHER EVENTS
John L. Gardner became President of the Registrant on April 16,
1997, assuming that position from Franklin W. Brooks, who remains
Chairman of the Board. Mr. Gardner now serves as Chief Executive
Officer of the Registrant. Additionally, Mr. Gardner was elected
as a Director of the Registrant.
Mr. Gardner (age 61) has been Chairman and Chief Executive
Officer of Central Florida Innovation Corporation, a high
technology business incubator in Orlando, Florida since 1996.
Prior to that, from 1993 to 1996 he served as Vice President and
General Manager of the Orlando division of Coleman Research Cor
poration, a computer hardware engineering company. From 1986
through 1993 he worked for McDonnell Douglas, most recently as
Vice President/ General Manager of its Laser and Electronics
Systems Division generating $230 million in annual sales. Mr.
Gardner earned a bachelors of science degree in mathematics and
physics from Louisiana State University in 1957 and a masters of
science degree in aeronautics from the California Institute of
Technology in 1958. He attended Harvard University's Advanced
Management Program in 1991.
EXHIBITS
Exhibit Number
10.1
Exhibit Table
Employment Agreement for John Gardner
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S I G N A T U R E
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.
Date: April 18, 1997 SAF T LOK INCORPORATED
By:
/s/ Frank Brooks
________________________________ Franklin W. Brooks, Chairman
INDEX TO EXHIBITS
Exhibit
Description
10.1
Employment Agreement for John Gardner
Exhibit Table
Employment Agreement for John Gardner
EXHIBIT 10.1 Employment Agreement
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made this 16th day of April, 1997 by and between
SAF T LOK INCORPORATED, a Florida corporation (the "Company"), and
JOHN GARDNER ("Executive).
In consideration of the mutual covenants and agreements herein contained,
the monies to be paid hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Term of Employment. The Company hereby employs Executive and Executive
hereby accepts employment with the Company for a period beginning as of the
date hereof and terminating, unless sooner terminated as provided herein, on
April 30, 1999.
2. Duties of Executive. Executive is hereby hired and employed by the
Company to perform the duties and accept the responsibilities as herein
set forth. During the term hereof, Executive shall be President and Chief
Executive Officer of the Company and shall devote his efforts to rendering
services to the Company in such capacities. In such capacities, Executive
shall be the principal officer of the Company and shall have full power to
conduct the business of the Company, and have the responsibility for the
active management, control and supervision of the business and affairs of
the Company, subject only to the supervision and control of the Company's
Board of Directors (the "Board"). Executive shall report only to the
Chairman of the Board. Executive's powers and authority shall be superior
to those of any officer or employee of the Company. Executive shall not be
required without his consent to undertake responsibilities not commensurate
with his position.
The Company agrees to nominate Executive for election to the Board of
Directors of the Company at each annual meeting of shareholders during his
employment hereunder. Executive agrees to serve on the Board once so
elected.
3. Exclusivity. During the term hereof Executive shall devote all of his
productive time, ability and attention to the business of the Company,
except that Executive may, subject to the provisions of Section 8 hereof,
undertake or continue to conduct other business, civic or charitable
activities during the term hereof if such activities do not interfere,
directly or indirectly, with the duties of Executive hereunder. The Company
agrees that Executive may, at Executive's option, hold outside directorships
subject to approval by the Board during the term of this Agreement.
Executive shall be deemed to be engaged in or concerned with a duty or
pursuit which is contrary to this Agreement only if he has received written
notice to such effect, setting forth with reasonable specificity the basis of
such claim, from the Company and has not, within sixty (60) days from the
date of his receipt of any such written notice, initiated steps to eliminate
his engagement in or concern with such duties or pursuits as are specified in
such notice as being contrary to this Agreement.
4. Compensation of Executive.
(a)Base Salary. As compensation for services rendered under this Agree-
ment, Executive shall be entitled to receive from the Company a base salary
("Base Salary") of one hundred thousand dollars ($100,000) per year, payable
in accordance with the normal payroll practices of the Company.
(b)Incentive Bonuses. In addition to his Base Salary, the Company shall
pay Executive an annual incentive cash bonus ("Incentive Bonus") based upon
the Company's performance, in such amount as may be deemed appropriate by the
Board. Each Incentive Bonus shall be payable to executive thirty (30) days
following the date the Company's audited consolidated statement of income for
the applicable fiscal year becomes available.
(c)Stock Option. As additional compensation, the Company and Executive
shall simultaneously herewith enter into a Stock Option Agreement in the form
attached hereto as Exhibit "A".
5. Executive Benefits. Executive shall be entitled to receive all benefits
generally made available to executives of the Company.
6. Vacation. Executive shall be entitled to annul vacation at full pay in
accordance with the Company's vacation and leave policies in effect for its
executives from time to time.
7. Reimbursement of Executive Expenses. Executive shall be expected to incur
various business expenses customarily incurred by persons holding like
positions, including, but not limited to, traveling, entertainment and similar
expenses, for the benefit of the Company. Subject to the Company's policy
regarding the reimbursement of such expenses, the Company shall reimburse
Executive for such expenses from time to time, at Executive's request, and
Executive shall account to the Company for such expenses.
8. Termination by the Company.
(a) The Company shall have the right to terminate this Agreement under the
following circumstances:
(i) Upon the death of Executive;
(ii) Upon notice from the Company to Executive in the event of an
illness or other disability which has incapacitated him from performing his
duties for two (2) consecutive months as determined in good faith by the
Board; or
(iii) For "good cause" upon notice from the Company. Termination by
the Company of Executive's employment for "good cause" shall be limited to
the following circumstances:
(A) Executive is convicted of, pleads guilty to or pleads nolo
contendere to a felony crime involving moral turpitude;
(B) Executive is found guilty of or pleads no contest to fraud,
conversion, embezzlement, falsifying records or reports or a similar crime
involving the Company's property;
(C) Executive willfully breaches this Agreement; or
(D) The voluntary resignation by Executive as an employee of the
Company.
(b) If this Agreement is terminated pursuant to Section 8(a) above,
Executive's rights and the Company's obligations hereunder shall forthwith
terminate except as expressly provided in this Agreement.
(c) If this Agreement is terminated pursuant to Section 8(a) (i) or (ii)
hereof, Executive or his estate shall be entitled to receive:
(i) a cash payment equal to Executive's Base Salary hereunder for the
remainder of the term hereof, payable within thirty (30) days of the date of
such termination;
(ii) All Incentive Bonuses granted to him by the Board pursuant to
Section 4(b) above; and
(iii) All stock options granted by the Company to Executive pursuant to
the stock option agreement referred to in Section 4(c) hereof or otherwise,
all of which shall accelerate and become immediately exercisable.
The Company may purchase insurance to cover all or any part of its obligations
set forth in this Section 8(c), and Executive agrees to take a physical
examination to facilitate the obtaining of such insurance. However, death
and disability benefits are not conditioned upon the Executive's insurability
or the Company's obtaining insurance.
(d) Whenever compensation is payable to Executive hereunder during a time
when he is partially or totally disabled and such disability (except for the
provisions hereof) would entitle him to disability income or to salary
continuation payments from the Company according to any Company policy in effect
at the time of such disability, the compensation payable to him hereunder
shall be inclusive of any disability income or salary continuation and shall
not be in addition thereto. If disability income is payable directly to
Executive by an insurance company under an insurance policy paid for by the
Company, the amounts paid to him by said insurance company shall be considered
to be part of the payments to be made by the Company to him pursuant to this
Section, and shall not be in addition thereto.
9. Termination by Executive. Executive shall have the right to terminate his
employment under this Agreement upon thirty (30) days' notice to the Company
given sixty (60) days following the occurrence of any of the following events:
(a) Executive is not elected or retained as President and Chief Executive
Officer and a director of the Company;
(b) The Company materially reduces Executive's duties and responsibilities
hereunder. Executive's duties and responsibilities shall not be deemed
materially reduced for purposes hereof solely by virtue of the fact that the
Company is (or substantially all of its assets are) sold to, or is combined
with, another entity provided that (i) Executive shall continue to have the same
duties and responsibilities with respect to the Company's firearms lock
business, and (ii) Executive shall report directly to the board of directors of
the entity that acquires the Company or its assets.
10. Consequences of Breach by the Company.
(a) If this Agreement is terminated pursuant to Section 9 hereof, or if the
Company shall terminate Executive's employment under this Agreement in any
other way that is a breach of this Agreement by the Company, the following
shall apply:
(i) Executive shall receive a cash payment equal to the Executive's
Base Salary hereunder for the remainder of the term hereof, payable within
thirty (30) days of the date of such termination;
(ii) Executive shall be entitled to all Incentive Bonuses granted to
him by the Board pursuant to Section 4(b) above;
(iii) All stock options granted by the Company to Executive pursuant to
the stock option agreement referred to in Section 4(c) hereof or otherwise
shall accelerate and become immediately exercisable.
(b) If any benefit under the preceding subsection is finally determined by
the Internal Revenue Service to be an "Excess Parachute Payment" under
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")
the Company shall pay Executive an additional amount such that (x) the excess
of all Excess Parachute Payments (including payments under this sentence)
over the sum of excise tax thereon under Section 4999 of the Code and income
tax thereon under Subtitle A of the Code and under applicable state law is
equal to (y) the excess of all Excess Parachute Payments (excluding payments
under this sentence) over income tax thereon under Subtitle A of the Code and
under applicable state law.
11. Remedies. The Company recognizes that because of Executive's special
talents and stature, in the event of termination by the Company hereunder
(except under Section 8(a)), or in the event of termination by Executive under
Section 9, before the end of the agreed term, the Company acknowledges and
agrees that the provisions of this Agreement regarding further payments of
Base Salary, Incentive Bonuses and the exercisability of stock options
constitute fair and reasonable provisions for the consequences of such
termination, do not constitute a penalty, and such payments and benefits
shall not be limited to or reduced by amounts Executive might earn or be
able to earn from any other employment or ventures during the remainder of
the agree term of this Agreement.
12. Notices and Demands. Any notice or demand, which, by any provision of
this Agreement or any agreement, document or instrument executed pursuant
hereto, except as otherwise provided therein, is required or provided to be
given shall be deemed to have been sufficiently given or served for all
purposes if sent by certified or registered mail, postage and charges pre-
paid, to the following addresses: if to the Company, Attention: Franklin W.
Brooks, 18245 S.E. Federal Highway, Tequesta, FL 33469, or at any other
address designated by the Company to Executive in writing, and if to Exec-
utive, 6124 Cheshire Lane, Orlando, FL 32819, or at any other address
designated by Executive to the Company in writing.
12. Severability. In case any covenant, condition, term or provision con-
tained in this Agreement shall be held to be invalid, illegal or unen-
forceable in any respect, in whole or in par, by judgment, order or decree of
any court or other judicial tribunal of competent jurisdiction, from which
judgment, order or decree no further appeal or petition for review is
available, the validity of the remaining covenants, conditions, terms and
provisions contained in this Agreement. And the validity of the remaining
part of any term or provision held to be partially invalid, illegal or
unenforceable, shall in no way be affected, prejudiced or disturbed thereby.
14. Waiver or Modification. No waiver or modification of this Agreement or
of any covenant, condition or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith.
Furthermore, no evidence or any waiver or modification shall be offered or
received in evidence in any proceeding, arbitration or litigation between
the parties arising out of or affecting this Agreement, or the rights or
obligations of any party hereunder, unless such waiver or modification is in
writing and duly executed as aforesaid. The provisions of this Section may
not be waived except as herein set forth.
15. Complete Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter of this Agreement and
supersedes any and all previous agreements between the parties, whether
written or oral, with respect to such subject matter.
16. Applicable Law, Binding Effect and Venue. This Agreement shall be
construed and regulated under and by the laws of the State of Florida, and
shall inure or the benefit of and be binding upon the parties hereto and
their heirs, personal representatives, successors and assigns. Venue for any
action related to or arising out of this Agreement shall lie in Martin
County, Florida.
IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement
as of the date first written above with the intent to be legally bound.
SAF T LOK INCORPORATED
BY: /s/ Franklin W. Brooks, Chairman
/s/ John Gardner
