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EX-99.1 - EXHIBIT 99.1 - GTSI CORP | c11600exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. __)
(Amendment No. __)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2010
GTSI Corp.
(Exact name of registrant as specified in its charter)
Delaware | 1-34871 | 54-1248422 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2553 Dulles View Drive, #100 Herndon, Virginia |
20171-5219 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 502-2000
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2011, GTSI Corp. (the Company or GTSI) entered into an Employment
Agreement, effective as of December 1, 2010, with Sterling Phillips, GTSIs Chief Executive Officer
(CEO) and President (the Agreement) pursuant to which Mr. Phillips will be employed by GTSI as
CEO and President until such employment is terminated pursuant to the Agreement. As previously
announced, Mr. Phillips accepted his appointment as CEO and President by the GTSI Board of
Directors (the Board) on November 23, 2010, and took such offices on December 1, 2010, filling a
position left open since the voluntary resignation of the former Chief Executive Officer and
President on October 26, 2010. The Company filed a current report on Form 8-K on November 30, 2010
to disclose Mr. Phillips appointment as CEO and President. However, at that time, the Company and
Mr. Phillips had not yet agreed upon the material terms of Mr. Phillips appointment as CEO and
President. Accordingly, the purpose of this amendment to the Form 8-K is to disclose the material
terms of the Agreement.
Prior to assuming his current role with GTSI, Mr. Phillips, age 64, had been a venture partner
at FirstMark Capital LLC, formerly Pequot Venture. Prior to that, Mr. Phillips served for six
years as Chairman and CEO of Analex Corporation, a publicly traded federal professional services
firm that was acquired in 2007 by QinetiQ North America. Before serving as Analexs Chairman and
Chief Executive Officer, he was senior vice president of Federal Data Corporation, which is now a
part of Northrop Grumman. Mr. Phillips holds a BS in psychology from the University of North
Carolina at Chapel Hill.
The Agreement provides that Mr. Phillips will receive (a) a base salary of $400,000 per annum,
with a targeted incentive of up to $450,000 in the form of cash and restricted stock subject to
100% attainment for specific performance goals established by the Board. For 2011, the Board has
guaranteed 50% of Mr. Phillips incentive opportunity (at 100% attainment), an amount equal to
$225,000. Annual base salary and targeted incentives will be reviewed annually by the Board. In
addition, Mr. Phillips has been granted 200,000 stock options under the Companys Stock Incentive
Plan, with the grant date of November 23, 2010, vesting in one-third equal increments on each of
the first three anniversaries of the grant date, subject to Mr. Phillips continued employment as
of the date of vesting of the options. The options have an exercise period of up to 7 years and an
exercise price of $4.77 per share, which was based on the $4.77 per share closing price of GTSIs
common stock on November 23, 2010.
If a change of control of GTSI, as defined in the Agreement, occurs and Mr. Phillips
employment is terminated by the Company without cause or by Mr. Phillips for good reason, as
defined in the Agreement, Mr. Phillips will be entitled to, among other benefits normally provided
to other GTSI executives, severance equal to 12 months of his annual base salary at the time of
termination, accelerated vesting of stock awards (whether restricted stock, stock options or other
awards), as well as other benefits that will have accrued as of the termination date. The
severance amounts would be paid during the 12 months following the termination date in accordance
with Companys standard payroll schedule.
If the Company terminates Mr. Phillips employment without cause, as defined in the Agreement,
prior to his 65th birthday, he will be entitled to, among other benefits normally
provided to other GTSI executives, severance equal to 12 months of his annual base salary at the
time of termination payable during the first 12 months after the termination date in accordance
with the Companys standard payroll schedule.
The Agreement also provides that, subject to applicable laws, the Board will nominate Mr.
Phillips for election as a Board member by the Companys stockholders while he is employed under
the Agreement.
The foregoing description of the Agreement is only a summary and is qualified in its entirety
by reference to the complete text of the Agreement, a copy of which is attached to this current
report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 | Employment Agreement dated as of December 1, 2010 between Sterling Phillips and GTSI Corp. |
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 thereunto duly authorized.
GTSI Corp. |
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By: | /s/ Peter Whitfield | |||
Peter Whitfield | ||||
Chief Financial Officer |
Date: January 28, 2011