Attached files
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EX-99.1 - EX-99.1 - COMARCO INC | a59178exv99w1.htm |
EX-3.02 - EX-3.02 - COMARCO INC | a59178exv3w02.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2011
COMARCO, INC.
(Exact name of registrant as specified in its charter)
California | 000-05449 | 95-2088894 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
25541 Commercentre Drive, Lake Forest, California | 92630-8870 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (949) 599-7400
N/A
(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. |
(b) Executive Officer Resignation/Termination
Effective April 5, 2011, the Board of Directors terminated the employment of Samuel M. Inman,
III, as the Companys President and CEO. Pursuant to his employment agreement, that termination is
deemed to also constitute a resignation by him of his position as a director of the Company.
As a result of that Board resignation, the Board of Directors reduced the authorized number of
directors from six to five.
(c) Appointment of New Executive Officer
Also, on April 5, 2011, the Board of Directors appointed Fredrik Torstensson, who is and since
July 2003 has been the Companys Vice President of Sales and Marketing, to serve as the Companys
Interim President and Chief Executive Officer until the Board of Directors completes a search for a
permanent Chief Executive Officer.
Mr. Torstensson, age 41, has more than 15 years of experience in international sales and
marketing, product management and executive management. Prior to joining the Company, he was Vice
President of International Sales and Marketing at Kyocera Wireless (August 2002 to July 2003).
From 1999 to August 2003, he was General Manager for North America and Executive Vice President of
Sales and Marketing for OZ Communication, a mobile applications development company. Prior to that
position, from 1996 to 1999, he was the Director of Business Development with Ericsson, a provider
of telecommunication and data communication systems. There are no family relationships between
Mr. Torstensson and any other officers or directors of the Company.
There is no immediate change in Mr. Torstenssons compensation as a result of his promotion to
the positions of Interim President and Chief Executive Officer.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective April 5, 2011, the Board amended Section 1(b) of Article IV of the Companys
Bylaws to decrease the authorized number of directors from six to five. The text of Section 1(b)
of Article IV of the Companys Bylaws, as amended, reads as follows:
The exact number of directors shall be fve, until changed as provided in subdivision (a) of
this Section.
Item 7.01 Regulation FD Disclosure.
On April 5, 2011, the Company issued a press release announcing the termination of Mr. Inman
as the Companys President and CEO and the appointment of Mr. Torstensson as the Companys Interim
President and CEO. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B. 2 of Form 8-K, the information in this Item 7.01,
and Exhibit 99.1 hereto, are being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||
3.02 | Bylaws of Comarco, Inc., as amended.
|
|||
99.1 | Press Release issued by Comarco, Inc. on April 5, 2011
announcing the termination of Samuel Inman as President &
CEO, and the appointment of Fredrik Torstensson as the
Companys Interim President & CEO. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
COMARCO, INC. |
||||
Dated: April 6, 2011 | By: | /s/ WINSTON E. HICKMAN | ||
Winston E. Hickman | ||||
Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |||
3.02 | Bylaws of Comarco, Inc., as amended.
|
|||
99.1 | Press Release issued by Comarco, Inc. on April 5, 2011
announcing the termination of Samuel Inman as President &
CEO, and the appointment of Fredrik Torstensson as the
Companys Interim President & CEO. |
E-1