Attached files
| file | filename |
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| EX-3.1 - IEC ELECTRONICS CORP | v198526_ex3-1.htm |
| EX-99.1 - IEC ELECTRONICS CORP | v198526_ex99-1.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) – October 1, 2010
IEC
ELECTRONICS CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
0-6508
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13-3458955
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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105 Norton Street, Newark, New York
14513
(Address
of principal executive offices)(Zip Code)
(315)
331-7742
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Jeffrey T.
Schlarbaum
Effective October 1, 2010, Jeffrey T.
Schlarbaum was elected President of the Company. Since May 2008, Mr.
Schlarbaum has been Executive Vice President and President of IEC Contract
Manufacturing. Prior thereto, Mr. Schlarbaum served as the Company’s
Executive Vice President of Sales and Marketing (November 2006 to May 2008) and
as Vice President of Sales and Marketing (May 2004, when he joined the Company,
until November 2006).
With his promotion, Mr. Schlarbaum
received on October 1, 2010 (the “Grant Date”) a restricted stock award of
10,000 shares of stock under the Company’s 2001 Stock Option and Incentive Plan
(“2001 Plan”). The restrictions will lapse and the shares will vest
as follows: 50% of the shares will vest on the third anniversary of
the Grant Date and the balance of the shares will vest on the fourth anniversary
of the Grant Date, provided Mr. Schlarbaum is continuously an employee of the
Company from the Grant Date until the applicable vesting date.
In connection with his appointment, Mr.
Schlarbaum entered into a Salary Continuation and Non-Competition Agreement
(“Schlarbaum Agreement”) with the Company effective October 1,
2010. The Schlarbaum Agreement provides for at-will employment and
provides for salary continuation payments for one (1) year upon certain
terminations of Mr. Schlarbaum’s employment. Circumstances that would
trigger payments include: (a) termination by the Company without
Cause (as defined in the Schlarbaum Agreement); or (b) following a change in
Control (as defined in the Schlarbaum Agreement) either by the Company without
Cause or by Mr. Schlarbaum for Good Reason (as defined in the Schlarbaum
Agreement).
Under the Schlarbaum Agreement, Mr.
Schlarbaum has agreed not to: (a) disclose confidential information
of the Company during or after his employment with the Company; (b) solicit
Company customers and employees for eighteen (18) months after termination; or
(c) directly or indirectly compete with the Company during the term of his
employment and for eighteen (18) months after termination.
Donald S.
Doody
Effective October 1, 2010, Donald S.
Doody was elected Executive Vice President of Operations of the
Company. Since May 2008, Mr. Doody has been Senior Vice President of
Operations. Prior thereto, Mr. Doody served as the Company’s Vice
President of Operations (November 2004 when he joined the Company to May
2008).
With his promotion, Mr. Doody received
on October 1, 2010 (the “Grant Date”) a restricted stock award of 7,500 shares
of stock under the Company’s 2001 Stock Option and Incentive Plan (“2001
Plan”). The restrictions will l apse and the shares will vest as
follows: 50% of the shares will vest on the third anniversary of the
Grant Date and the balance of the shares will vest on the fourth anniversary of
the Grant Date, provided Mr. Doody is continuously an employee of the Company
from the Grant Date until the applicable vesting date.
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In connection with his appointment, Mr.
Doody entered into a Salary Continuation and Non-Competition Agreement (“Doody
Agreement”) with the Company effective October 1, 2010. The Doody
Agreement provides for at-will employment and provides for salary continuation
payments for one (1) year upon certain terminations of Mr. Doody’s
employment. Circumstances that would trigger payments
include: (a) termination by the Company without Cause (as defined in
the Doody Agreement); or (b) following a change in Control (as defined in the
Doody Agreement) either by the Company without Cause or by Mr. Doody for Good
Reason (as defined in the Doody Agreement).
Under the Doody Agreement, Mr. Doody
has agreed not to: (a) disclose confidential information of the
Company during or after his employment with the Company; (b) solicit Company
customers and employees for eighteen (18) months after termination; or (c)
directly or indirectly compete with the Company during the term of his
employment and for eighteen (18) after termination.
A copy of the Press Release issued by
the Company announcing these matters is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 5.03 Amendments
to Articles of Incorporation or By-Laws; Change in Fiscal Year
(a) Effective
as of October 1, 2010, the Board of Directors of IEC Electronics Corp. (the
“Company”) amended Sections 5 and 6 of Article IV of the By-laws of the Company
to revise the description of the offices of Chief Executive Officer and
President.
A copy of the Amended and Restated
By-Laws in their entirety is filed herewith as Exhibit 3.1 and is
incorporated hereby by reference.
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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Amended
and Restated By-Laws of the Company as of October 1,
2010.
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99.1
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Press
Release issued by the Company, dated October 7,
2010.
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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.
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IEC Electronics Corp.
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(Registrant)
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Date: October
7, 2010
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By:
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/s/ W. Barry Gilbert
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W.
Barry Gilbert
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Chairman,
Chief Executive
Officer
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