Attached files
| file | filename |
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| EX-10.1 - EX-10.1 - Boomerang Systems, Inc. | v198543_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
Amendment
No.
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
Date
of report (Date of earliest event reported):
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October
1, 2010
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|
BOOMERANG
SYSTEMS, INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
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Delaware
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000-10176
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22-2306487
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
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355
Madison Avenue
Morristown,
NJ 07960
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(Address
of Principal Executive
Offices)
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|
Registrant's
telephone number, including area code:
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(973)
538-1194
|
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
¨ 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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
October 1, 2010, the Company entered into an Amended and Restated Executive
Employment Agreement (the “Amendment”) with Mark Patterson, the Company’s Chief
Executive Officer. The Amendment amends and restates the Mr.
Patterson’s previously reported Executive Employment Agreement (the “Original
Agreement”) which was effective as of Augsut 21, 2010.
The
Amendment provides for the same base salary and bonus as the Original Agreement
and has the same term and termination provisions as the Original Agreement. In
place of the grants of restricted stock and warrants set forth in the Original
Agreement, however, the Amendment provides for a grant of an aggregate of
21,600,000 five-year warrants with an exercise price of $0.25 per share that
vest and become exercisable as follows: (i) 5,400,000 on October 1, 2010, (ii)
4,200,000 on each of February 1 and August 1, 2011 and February 1, 2012, and
(iii) 3,600,000 on August 1, 2012. The Amendment provides that Mr.
Patterson will be responsible for any federal and state income taxes incurred by
Mr. Patterson in connection with the grant, vesting or exercise of the
warrants. The Amendment, like the Original Agreement, provides Mr.
Patterson with a right of first refusal, pursuant to which Mr. Patterson has the
right, but not the obligation, to maintain his then pro rata share of the
Company’s issued and outstanding shares and warrants by purchasing additional
shares and warrants each time the Company offers shares and/or warrants for
sale.
The description of the Amendment is
qualified in its entirety by reference to the actual Amendment, a copy of which
is annexed hereto as Exhibit 10.1, and is incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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10.1
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Amended
and Restated Executive Employment Agreement between Mark R. Patterson and
Boomerang Systems, Inc.
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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 hereunto
duly authorized.
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Boomerang
Systems, Inc.
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(Registrant)
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||||
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Date:
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October
6, 2010
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By:
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/s/
Joseph R. Bellantoni
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Joseph
R. Bellantoni
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Chief
Financial Officer
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