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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):
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
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Not Applicable
(Former name and former address, as changed since last report)
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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
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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.
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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.
KTI, Inc.
(Registrant)
Dated: October 23, 1996 By: /s/ Martin J. Sergi
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Name: Martin J. Sergi
Title: President
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EXHIBIT INDEX
Exhibit Number DESCRIPTION
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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.
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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.
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Nicholas Menonna, Jr.
Chairman of the Board and
Chief Executive Officer
/s/ Martin J. Sergi
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Martin J. Sergi
President
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Board of Directors
October 16, 1996
Page 2
Accepted and Agreed to:
/s/ Jeffrey R. Power
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Dibo Attar Jeffrey R. Power
/s/ Ross Pirasteh /s/ Marshall S. Sterman
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Ross Pirasteh Marshall S. Sterman
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Jack Polak
