Attached files
| file | filename |
|---|---|
| EX-3.1 - AMERICAN DEFENSE SYSTEMS INC | v172324_ex3-1.htm |
| EX-10.1 - AMERICAN DEFENSE SYSTEMS INC | v172324_ex10-1.htm |
| EX-10.2 - AMERICAN DEFENSE SYSTEMS INC | v172324_ex10-2.htm |
| EX-10.3 - AMERICAN DEFENSE SYSTEMS INC | v172324_ex10-3.htm |
UNITED
STATES 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): January 28, 2010
(January 13, 2010)
American
Defense Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-33888
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83-0357690
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(State
or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
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230
DUFFY AVENUE
HICKSVILLE,
NY 11801
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code: (516) 390-5300
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01.
Entry Into a Material Definitive Agreement
On
January 13, 2010, American Defense Systems, Inc., a Delaware corporation (the
“Company”), entered into an amendment, effective as of January 1, 2010, to each
of (i) the employment agreement between the Company and Anthony Piscitelli, the
Company’s Chief Executive Officer and President, effective as of January 1,
2007, (ii) the employment agreement between the Company and Fergal Foley, the
Company’s Chief Operating Officer, effective as of January 9, 2009 and (iii) the
employment agreement between the Company and Gary Sidorsky, the Company’s Chief
Financial Officer, effective as of January 1, 2007, as amended effective as of
January 9, 2009 (collectively, the “Amendments”). Messrs. Piscitelli,
Foley and Sidorsky are each referred to herein as an “Executive” and
collectively, as the “Executives.”
Pursuant
to the Amendments, each Executive agreed to reduce his Base Salary for 2010 (as
such term is defined in his employment agreement) by 10% from their 2009 Base
Salary, and the Company agreed to review the Base Salary for the Executives
after the completion of the Company’s second fiscal quarter of 2010 to determine
if the Base Salary for 2010 can be increased to restore it in whole or in part
to its 2009 level and restore the Base Salary for the Executives fully to at
least their respective 2009 Base Salary amounts for year 2011 and
thereafter. The Amendments also provide that upon termination of
employment of an Executive by the Company without Cause (as such term is defined
in the applicable employment agreement) and by the Executive for Good Reason (as
such term is defined in the applicable employment agreement), any salary
continuation required under such Executive’s employment agreement shall be at
the unreduced amount. Pursuant to the Amendment with the Mr.
Piscitelli, Mr. Piscitelli will be entitled to add the amount of the reduction
to his Base Salary for 2010 to the lump sum payment he is entitled to upon
termination by the Company of his employment without Cause or termination by him
for Good Reason.
The
employment agreements with Messrs. Piscitelli and Sidorsky were previously
filed as exhibits to the Company’s Registration Statement on Form 10 filed
on February 11, 2008. The employment agreement with Mr. Foley
and the amendment to the employment agreement with Mr. Sidorsky were previously
filed as exhibits to the Company’s Current Report on Form 8-K filed on January
15, 2009.
The
description of the terms of the Amendments set forth herein is qualified in its
entirety to the full text of the Amendments, which are filed as exhibits
hereto.
Item
5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On January 13, 2010, the Board of
Directors of the Company (the “Board”) adopted resolutions approving the First
Amendment (the “First Amendment”) of the Company’s Amended and Restated Bylaws
(the “Bylaws”) to be effective as of January 13, 2010. Previously,
the Bylaws provided that special meeting may be held whenever called by the
Chairman of the Board, the Chief Executive Officer, or by any two or more
members of the Board of Directors if notice is given by the person or persons
calling the meeting as set forth in the Bylaws. The First Amendment
has changed the number of directors required to call a special meeting of the
Board from two to three.
The Bylaws were previously filed as an
exhibit to the Form 8-A filed on May 23, 2008. The description of the
First Amendment of the Bylaws set forth herein is qualified in its entirety to
the full text of such amendment, which is filed as an exhibit
hereto.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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3.1
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First
Amendment to Amended and Restated Bylaws of the Company
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10.1
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Amendment
to Employment Agreement, effective as of January 1, 2010, between the
Company and Anthony Picitelli.
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10.2
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Amendment
to Employment Agreement, effective as of January 1, 2010, between the
Company and Fergal Foley.
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10.3
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Second
Amendment to Employment Agreement, effective as of January 1, 2010,
between the Company and Gary
Sidorsky.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
January 28, 2010
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AMERICAN
DEFENSE SYSTEMS, INC.
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By:
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/s/
Gary Sidorsky
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Chief
Financial Officer
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