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): December 6,
2010
WEGENER
CORPORATION
(Exact
name of registrant
as
specified in its charter)
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Delaware
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0-11003
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81-0371341
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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11350 Technology Parkway, Johns Creek,
Georgia
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30097
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (770)
623-0096
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N/A
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 3.02 Unregistered Sales of Equity
Securities.
On
December 6, 2010, pursuant to the Wegener Corporation 2010 Incentive Plan, the
Compensation Committee of the Board of Directors (the “Committee”) of Wegener
Corporation, a Delaware corporation, (the “Company”) authorized the issuance to
all eligible employees of Wegener Communications,
Inc., a wholly owned subsidiary of the Company, common stock
options to purchase an aggregate of 563,700 shares of common stock. Included
within these options are common stock options issued to three of its executive
employees (including two employee members of the Board of Directors) to purchase
an aggregate of 200,000 shares of common stock. Additionally, the
Committee issued to the four non-employee members of the Board of Directors
common stock options to purchase an aggregate of 100,000 shares of common stock.
All of the stock options are exercisable at an exercise price of $0.125, except
for those issued to one executive employee which has an exercise price of
$0.1375. All of the stock options
vest upon issuance and expire five years from the date of issuance. In
addition, as described in Item 5.02 below, the Committee authorized the issuance
of 500,000 shares of restricted common stock as awards to two executive
officers. The issuances of the restricted stock were made in reliance
upon an exemption from securities registration afforded by the provisions of
Section 4(2) of the Securities Act of 1933, as amended, and the provisions of
Regulation D promulgated thereunder.
As of
December 6, 2010, a registration statement for the 2010 Incentive Plan has not
been filed, although the Company currently intends to file a Form S-8
Registration Statement.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As described in Item 3.02
above, on December 6, 2010, the Committee authorized the issuance of
common stock option grants and restricted common stock awards pursuant to the
Wegener Corporation 2010 Incentive Plan to all eligible employees of Wegener
Communications, Inc. The following executive officers received the
grants and awards described below:
C. Troy
Woodbury, Jr., Chief
Executive Officer, was issued 400,000 shares of restricted common stock and
granted a common stock option for 100,000 shares of common stock at an exercise
price of $0.125 per share. James T. Traicoff, Chief Financial
Officer, was issued 100,000 shares of restricted common stock and granted a
common stock option for 75,000 shares of common stock at an exercise price of
$0.125 per share. Robert A. Placek, Chairman of the Board, was granted a
stock option for 25,000 shares of common stock at an exercise price of $0.1375
per share. In addition, the Committee authorized the payment of a tax
reimbursement bonus related to the restricted stock awards to C. Troy Woodbury,
Jr. in the amount of $24,939 and to James Traicoff in the amount of $7,380.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Wegener Corporation | ||
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Date: December
7, 2010
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By:
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/s/ C. Troy Woodbury,
Jr.
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C.
Troy Woodbury, Jr.
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Chief
Executive
Officer
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