TECHPRECISION CORP - FORM 10-K/A - July 29, 2014

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
 
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________ to __________________
 
Commission File Number: 000-51378
 
TechPrecision Corporation
(Exact name of registrant as specified in its charter)

Delaware
  
51-0539828
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)
     
3477 Corporate Parkway, Suite 140
Center Valley, PA
  
18034
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (484) 693-1700

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.0001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x  No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. o Yes x  No
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x  Yes o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
 
 
 
 
 
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x  No
 
The aggregate market value of voting and non-voting common stock held by non-affiliates of the Registrant as of September 30, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $10.1 million.
 
The number of shares outstanding of the registrant’s common stock as of July 15, 2014 is 24,669,958.
 
 
 
 
 
 
 
 
 
 
 
 
EXPLANATORY NOTE
 
TechPrecision Corporation (which may be referred to herein as “we,” “us” or the “Company”) is filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 to supplement Item 10 and amend and restate Items 11 through 14 to include the information intended to be incorporated therein by reference to our definitive proxy statement with respect to our Annual Meeting of Shareholders for 2014. In addition, in connection with the filing of this Form 10-K/A and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we are including certain currently dated certifications. The remainder of our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 filed with the Securities and Exchange Commission on July 15, 2014 remains unchanged.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TABLE OF CONTENTS
 
 
Page
   
PART III
  
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
   
PART IV
  
Item 15. Exhibits
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART III
 

Directors

The following table sets forth certain information concerning our directors.
 
 
Name
  
 
Age
  
 
Position
Leonard M. Anthony (1) (2) (3)
  
60
  
Executive Chairman
Michael R. Holly (1) (2)
  
68
  
Director
Andrew A. Levy
  
67
  
Director
Philip A. Dur (2)
  
70
  
Director
Robert G. Isaman (1)
  
53
  
Director
     
(1)
Member of the Audit Committee.
  
(2)
Member of the Compensation Committee.
  
(3)
Chairman of our board of directors
  

Leonard M. Anthony, has been a member of our board of directors since September 2010 and currently serves as our Executive Chairman. Mr. Anthony’s primary professional activity, since September 2008, has been serving on the board of directors for MRC Global, Inc. where he chairs the audit committee. Previously, Mr. Anthony served as the President and Chief Executive Officer of WCI Steel, Inc., an integrated producer of custom steel products, from December 2007 to October 2008. He was also a member of the board of directors of WCI Steel from December 2007 to October 2008. Mr. Anthony has more than 25 years of financial and operational management experience. From April 2005 to August 2007, Mr. Anthony was the Executive Vice President and Chief Financial Officer of Dresser-Rand Group Inc., a global supplier of rotating equipment solutions to the oil, gas, petrochemical and processing industries. Mr. Anthony earned a B.S. in Accounting from Pennsylvania State University, an M.B.A. from the Wharton School of the University of Pennsylvania and an A.M.P. from Harvard Business School.

Mr. Anthony’s significant executive and board experience within the steel manufacturing industry qualifies him to engage in our assessment of our business and growth opportunities, as well as to provide insight into corporate governance and management best practices among peer companies.

Michael R. Holly, has been a director since March 2006 and currently serves as the Chairman of the Audit Committee. Since 2004, Mr. Holly has been a private investor and consultant. From 1996 until 2004, Mr. Holly was managing director of Safeguard International Fund, L.P., a private equity fund of which Mr. Holly is a founding partner. While at Safeguard International Fund, L.P., Mr. Holly worked extensively with industrial companies, including those engaged in precision manufacturing for aerospace and other industrial sectors. Mr. Holly is a certified public accountant and has a Bachelor of Science in Economics from Mount St. Mary’s University.

Mr. Holly brings to our board of directors an extensive background in private investment and financial expertise, and provides advice and leadership with respect to our financial health and the execution of our growth strategies. As a certified public accountant, Mr. Holly chairs the Audit Committee and serves as a financial expert on the Audit Committee.

Andrew A. Levy, has been a member of our board of directors since March 2009. Since 1978, Mr. Levy has served as Chief Executive Officer of Redstone Capital, a small investment banking firm. Mr. Levy received his bachelor’s degree in Engineering from Yale University, and received his Juris Doctor from Harvard Law School. Mr. Levy is also the manager of WM Realty.

Mr. Levy combines an engineering background that enables him to understand the operational aspects of our business with an investment banking background, which qualifies him to engage in assessments of our financial health and the execution of the our growth strategies.
 
 
 
 
 
1
 
 
Philip A. Dur, has been a member of our board of directors since October 2009 and currently serves as Chairman of the Compensation Committee. Mr. Dur currently serves on the board of directors at Kennametal, Inc. From October 2001 until his retirement in December 2005, Mr. Dur served as Corporate Vice President, Northrop Grumman Corporation, a global defense/aerospace company, and President, Northrop Grumman Ship Systems Sector. Earlier in his private sector career, Mr. Dur held executive leadership positions at Northrop Grumman Electronic Systems, Tenneco Inc. and Tenneco Automotive. Prior to his private sector experience, Mr. Dur served in the United States Navy, attaining the rank of Rear Admiral. Among his assignments were Commander of the SARATOGA Battle Group and Director of the Naval Strategy Division. Mr. Dur holds a Ph.D. in Political Economy and Government and a master’s in Public Administration from Harvard University, as well as master and undergraduate degrees from the University of Notre Dame.

Mr. Dur’s significant management experience from his years of service in the military and private sectors, including his service on other boards of directors, enables him to contribute both to our strategic and industry-related decision-making, as well as to discussions of our management and corporate governance.

Robert G. Isaman, has been a member of our board of directors since December 2012. Mr. Isaman currently serves as Operating Partner at Kohlberg & Company, a leading U.S. private equity fund which acquires middle market companies. From 2010 to 2012, Mr. Isaman was Chief Executive Officer of Stolle Machinery Company, LLC, a global technology and market leader in the metal/composite container-making equipment industry. From 2007 to 2009, Mr. Isaman was President at Terex Construction and Roadbuilding, with responsibility for divisions generating $2.7 billion in revenue that design, manufacture, distribute and provide aftermarket services for a wide variety of roadbuilding and construction vehicles and equipment. Prior to that, Mr. Isaman spent 21 years at United Technologies Corporation, a diversified industrial manufacturer, in a number of positions of increasing responsibility, including serving as Vice President of Marketing and Field Operations of Otis Elevator Company in Hong Kong, S.A.R. from 2001 to 2002 and as President of Otis Elevator (China) Investment, Ltd. in Beijing, China from 2002 to 2005, before rising to the position of President of Fire Safety Americas, UTC Fire & Security in 2006. Mr. Isaman holds a Bachelors of Science in Marketing from the University of Maryland and an M.B.A. from the George Washington University.

Mr. Isaman brings to our board of directors substantial industry experience combined with a track record of growing businesses, both organically and through acquisitions and joint ventures. In addition to his strong international experience in business operations and growth, especially in the Asia Pacific region, our board of directors believes that Mr. Isaman would be a valuable asset to our strategic planning and growth process.

Each of our directors is elected for a term of one year, or until their successor is duly elected and qualified. Except for Mr. Anthony, who serves as both director and as an executive officer in his capacity as Executive Chairman, none of our officers and directors have any relationships with each other.

The information required as to the executive officers is set forth in Item 10 of Part I of our 2014 Form 10-K.

Director Independence

We evaluate the independence of our directors in accordance with the listing standards of the Nasdaq Stock Market, LLC, or Nasdaq, and the regulations promulgated by the SEC. These rules and regulations require that a majority of the members of a company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

After review of all relevant transactions and relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, our board of directors affirmatively has determined that the following directors are independent directors within the meaning of the Nasdaq listing standards: Philip A. Dur, Michael R. Holly and Robert G. Isaman.

Committees of the Board of Directors

Our board of directors has two standing committees: the Audit Committee and the Compensation Committee. The Audit Committee consists of Mr. Holly (chairman), Mr. Anthony and Mr. Isaman. Our board of directors has determined that Mr. Holly, who is chairman of the Audit Committee, is an Audit Committee financial expert. The Compensation Committee consists of Mr. Dur (chairman), Mr. Anthony and Mr. Holly. Our board of directors has determined that Messrs. Holly, Isaman, and Dur each satisfy the independence standards for those committees established by the applicable rules and regulations of the SEC and Nasdaq.
 
 
 
 
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Code of Ethics

Our board of directors has adopted a code of business conduct and ethics for its officers and employees. The code of business conduct and ethics is posted on our website, www.techprecision.com, under “Investor Relations.”

Section 16(a) Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other of our equity securities. To our knowledge, during the fiscal year ended March 31, 2014, all reports required to be filed pursuant to Section 16(a) were filed on a timely basis, except for the Form 4 related to the grant on July 2, 2012 to Mr. Holly, the Forms 4 related to the grants on July 1, 2013 to Mr. Holly and Mr. Dur, and the Form 3 related to Mr. Shen.

Nominating Procedures

On January 28, 2014, by unanimous written consent, our board of directors amended and restated the By-laws of the Company, or the Bylaws, to update the Bylaws to reflect the current state of the Company as well as to update outdated provisions and provisions that are no longer customary for public companies. Among other things, the Board clarified the procedures and requirements related to stockholder proposals for consideration at the Company’s annual meeting and director nomination and enhanced the indemnification and insurance requirements with respect to the Company’s directors and officers.
 
 
 
 
 
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Summary Compensation Table
 
Set forth below is information for the fiscal years indicated relating to the compensation of (i) each person who served as our principal executive officer or principal financial officer during fiscal 2014, (ii) the most highly compensated executive officer other than the principal executive officer and principal financial officer who was serving in such position as of March 31, 2014 and (iii) an individual who would have been included in the tables below but for the fact that he was not an executive officer at March 31, 2014. Collectively, such individuals, together with Alexander Shen, are referred to as our Named Executive Officers.

Name and Position
  
Fiscal
Year
  
Salary ($)
  
Bonus
($)
  
Option
Awards
($)(1)
  
All Other
Compensation
($)
  
Total ($)
Leonard M. Anthony,
Executive Chairman
 
  
2014
2013
2012
  
-
-
-
  
-
-
-
  
$                 32,756
-
-
  
$               210,000(6)
-
-
  
$          242,756
-
-
                         
James Molinaro,
Former Chief Executive
Officer (2)
 
  
2014
2013
2012
  
$                      58,300
$                    344,850
$                    330,000
  
-
-
$             82,500
  
-
$         64,166
$       306,667
  
-
-
-
  
$            58,300
$          409,016
$          719,167
Richard Fitzgerald,
Chief Financial
Officer
 
  
2014
2013
2012
  
$                    259,700
$                    256,025
$                    245,000
  
-
-
$             40,000
  
$         77,227
$         80,385
$       103,197
  
$          4,800(4)
$          4,800
$          4,400
  
$          341,727
$          341,210
$          392,597
Robert Francis,
Former President and
General Manager -
Ranor (3)
 
  
2014
2013
2012
  
$                    230,000
$                    230,000
$                      33,542
  
-
-
-
  
$         32,336
$           8,858
-
  
$          5,000(5)
$        15,000
$          2,500
  
$          267,336
$          253,858
$            36,042
   
(1)  
These amounts reflect the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Key assumptions in calculating these amounts are outlined in Note 13 to our Consolidated Financial Statements in this Form 10-K.
(2) 
Mr. Molinaro served as Chief Executive Officer of the Company until his resignation on May 13, 2013.
 
 
 
 
4
 
 
 
(3) 
Mr. Francis served as President and General Manager of Ranor until June 23, 2014.  Upon his termination, he transitioned into a consulting role with Ranor, upon which he will receive a severance payment of $19,166.66 per month for three months.
(4) 
Mr. Fitzgerald received an automobile allowance of $400 per month from April 1, 2013 through March 31, 2014.
(5)
Mr. Francis received a relocation allowance of $1,250 per month from February 2012 through July 2013.
(6)
Mr. Anthony was compensated for his services as our Executive Chairman pursuant to a consulting agreement that is described in greater detail below, under the heading “Directors’ Compensation - Fees and Equity Awards for the Executive Chairman.” All of his compensation for such services was paid pursuant to this agreement.
 
   

Outstanding Equity Awards at Fiscal Year-End Table

   
Option Awards
  
Stock Awards
Name
  
Number of Securities Underlying Unexercised Options (#) Exercisable
  
Number of Securities Underlying Unexercised Options (#) Unexercisable
  
Option Exercise Price
  
Option Expiration Date
  
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)
  
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5)
Leonard M. Anthony (1)
  
33,333
  
66,667
  
$      0.67
  
June 12, 2023
        
   
50,000
  
-
  
$      0.82
  
Sept. 26, 2020
        
Richard Fitzgerald (2)(4)
                  
90,000
  
$ 96,300
   
150,000
  
   -
  
$      0.49
  
March 22, 2019
        
   
150,000
  
-
  
$      0.70
  
August 4, 2020
        
   
66,666
  
33,334
  
$      1.96
  
April 18, 2021
        
   
           -
  
40,000
  
$      0.67
  
June 12, 2023
        
Robert Francis (2)(3)
  
16,667
  
33,333
  
$      0.70
  
April 25, 2022
        
   
           -
  
150,000
  
$      0.67
  
June 12, 2023
        

(1)
Options granted to Mr. Anthony on June 13, 2013 vest in three equal annual installments beginning on the date of the option grant.
(2)
Options granted to Mr. Fitzgerald on March 23, 2009, August 4, 2010, April 19, 2011 and June 13, 2013 and to Mr. Francis on April 26, 2012 and June 13, 2013 vest in three equal annual installments beginning on the first anniversary date of the option grant.
(3)
Options granted to Mr. Francis will, in accordance with the 2006 TechPrecision Corporation Long-Term Incentive Plan, expire on September 23, 2014, in connection with his resignation as President and General Manager of Ranor.
(4)
Restricted Stock granted to Mr. Fitzgerald on March 19, 2014 vests in three equal installments, upon the timely completion of a new financing that provides adequate liquidity to the Company for one year; upon the timely filing of the Company Annual Report on Form 10-K for the fiscal year ended March 31, 2014 with no material weaknesses; and upon one year from the date of grant.
(5)
Based on the $1.07 closing market price of our common stock on March 31, 2014.


 
5
 
 
Employment and Executive Consulting Agreements
 
At March 31, 2014, we had employment agreements with each of our Named Executive Officers, except for Mr. Anthony and Mr. Alexander, who became President of Ranor pursuant to an employment agreement dated June 20, 2014.  Mr. Anthony’s compensation as Executive Chairman is outlined in “Directors’ Compensation”.
 
James S. Molinaro Employment Agreement

 Mr. Molinaro’s service as our Chief Executive Officer began on July 21, 2010 and was governed by the terms of an offer letter executed by Mr. Molinaro and us dated July 15, 2010, or the Offer Letter. Pursuant to the Offer Letter, Mr. Molinaro received an annual base salary of $300,000 and was eligible to receive an annual performance bonus of up to 50% of his then-current base salary. In addition, on August 4, 2010, we granted to Mr. Molinaro an option to purchase 1,000,000 shares of Common Stock, or the Option Grant, under our 2006 Long-Term Incentive Plan, or the 2006 Plan, with an exercise price of $0.70, the closing price per share of Common Stock on the date of grant. The Option Grant, was intended to vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on August 4, 2020. Such options were terminated pursuant to the 2006 Plan upon Mr. Molinaro’s resignation.

The Offer Letter also provided for certain severance payments to Mr. Molinaro in the event of his termination. If Mr. Molinaro was terminated other than for “cause,” or because of his death or disability (or if Mr. Molinaro resigned for “good reason”), he would have been entitled to receive twelve months of continued payment of his then-current annual base salary as well as reimbursement for payments for continued health benefits under our health plans for twelve months. If Mr. Molinaro’s employment was terminated under such circumstances, and such termination occurred between the date we enter into a letter of intent pursuant to which it would consummate a change of control and the date that is 31 days after the consummation of such change of control, Mr. Molinaro would have been entitled to the same severance payments but for an eighteen-month period following termination, and all unvested shares underlying the Option Grant at the time of termination would have become immediately vested upon such termination. Under the Offer Letter, “cause” was defined to include, without limitation, (i) Mr. Molinaro’s insubordination or failure to apply best efforts to his employment duties; (ii) his conviction of, or plea of nolo contendere to, any felony or crime involving dishonesty, fraud or moral turpitude; (iii) neglect of his employment duties or failure to perform those duties to the satisfaction of our board of directors that is not cured within thirty days of notice thereof; and (iv) his negligent (or worse) misconduct in connection with his duties that violates our code of conduct, code of ethics or other policies. Mr. Molinaro’s resignation within sixty days of the occurrence of any of the following, without his consent, constituted “good reason” under the Offer Letter: (i) a material reduction in Mr. Molinaro’s then-current base salary; (ii) a breach of the Offer Letter by us that is not cured within 30 days of notice thereof; or (iii) a material and adverse change in his duties, authority or responsibilities that is not cured within 30 days. Mr. Molinaro did not, and he is not entitled to, receive any severance or other post-employment compensation or benefits as a result of his resignation on May 13, 2013.

In addition to the compensation and severance arrangements described above, the Offer Letter contains customary provisions relating to confidentiality and non-competition, and provides for the execution of an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement, or the Confidentiality Agreement, which was executed by us and Mr. Molinaro on July 21, 2010. The Confidentiality Agreement (i) prohibits Mr. Molinaro from divulging to third parties or using our confidential information, whether developed by him or not, without our prior consent; (ii) confirms that all intellectual work products generated by Mr. Molinaro during the term of his employment with us, including, without limitation, writings, processes, drawings and diagrams, are the property of us; and (iii) prohibits Mr. Molinaro from competing against us, including by soliciting our employees or its current or prospective clients, until the one year anniversary of the later of the termination of his employment and the receipt of his last severance payment.

On April 19, 2011, our board of directors approved an annual base salary of $330,000 for Mr. Molinaro, effective retroactively as of April 1, 2011. Additionally, we granted to Mr. Molinaro an option to purchase 250,000 shares of Common Stock under the 2006 Plan, with an exercise price of $1.96, the closing price per share of Common Stock on the date of grant. Mr. Molinaro’s April 19, 2011 option was intended to vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and expire on April 18, 2021. Such options were terminated pursuant to the 2006 Plan upon Mr. Molinaro’s resignation.

On June 4, 2012, our board of directors approved an annual base salary of $349,800 for Mr. Molinaro, effective as of July 1, 2012.  All other elements of Mr. Molinaro’s compensation remained the same.
 
On May 13, 2013, Mr. Molinaro resigned as Chief Executive Officer and a member of our board of directors.

 
 
6
 
 
 
Richard F. Fitzgerald Employment Agreement

We executed an employment agreement, or the CFO Employment Agreement, on March 23, 2009, to engage Mr. Fitzgerald for the position of Chief Financial Officer. The terms of the CFO Employment Agreement provide that Mr. Fitzgerald shall report directly to our board of directors and our Chief Executive Officer and his duties include, but are not limited to, directing the preparation of budgets, financial forecasts and strategic planning as well as establishing major economic objectives and policies for us and ensuring compliance with SEC reporting obligations.

Upon his execution of the CFO Employment Agreement, Mr. Fitzgerald received a signing bonus of $25,000. Pursuant to the CFO Employment Agreement, Mr. Fitzgerald receives an annual base salary of $195,000 and was awarded a one-time grant of options to purchase 150,000 shares of Common Stock, which vest in three equal parts over three years. The exercise price of the options was equal to the market price as of the grant date. Mr. Fitzgerald is also eligible for an annual cash performance bonus based upon our financial performance as determined by our board of directors. Mr. Fitzgerald is entitled to participate fully in our employee benefit plans and programs. Mr. Fitzgerald will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities as Chief Financial Officer.
 
We may terminate the CFO Employment Agreement at any time without “cause,” as defined therein. In the event of a termination without cause, we will be required to pay Mr. Fitzgerald an amount equal to one year of his base salary paid in equal installments in accordance with our payroll policies. We may terminate the CFO Employment Agreement for cause at any time upon seven days written notice, during which period Mr. Fitzgerald may contest his termination before our board of directors
 
Upon termination of the CFO Employment Agreement, Mr. Fitzgerald will have the obligation not to disclose our confidential information or trade secrets to anyone following termination of the CFO Employment Agreement. Mr. Fitzgerald is also subject to a covenant not to compete with us for a period of 12 months following termination of the CFO Employment Agreement.

On March 19, 2014, our board of directors approved an award of 90,000 shares of restricted Common Stock to Mr. Fitzgerald under the 2006 Plan, or the CFO Bonus Grant.  The CFO Bonus Grants vests in three equal installments starting on the anniversary of the grant date, subject to Mr. Fitzgerald’s continuous service with us.

On June 13, 2013, our board of directors approved an award of stock options to purchase 40,000 shares of Common Stock to Mr. Fitzgerald under the 2006 Plan, or the CFO Bonus Option Grant, with an exercise price of $0.67 per share (the closing stock price on June 13) and a term of ten years. The CFO Bonus Option Grant will vest in three equal annual installments starting on the first anniversary of the grant date, subject to Mr. Fitzgerald’s continuous service with us.

On April 19, 2011, our board of directors approved an annual base salary of $245,000 for Mr. Fitzgerald, effective retroactively as of April 1, 2011. Additionally, we granted to Mr. Fitzgerald an option to purchase 100,000 shares of Common Stock under the 2006 Plan, with an exercise price of $1.96, the closing price per share of Common Stock on the date of grant. Mr. Fitzgerald’s April 19, 2011 option will vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on April 18, 2021.

 On July 31, 2010, in addition to his base salary at the time, we granted to Mr. Fitzgerald an option to purchase 150,000 shares of Common Stock under the 2006 Plan, or the CFO Option Grant, with an exercise price of $0.70, the closing price per share of Common Stock on the date of grant. The CFO Option Grant will vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on August 4, 2020.

On June 4, 2012, our board of directors approved an annual base salary of $259,700 for Mr. Fitzgerald, effective as of July 1, 2012.  All other elements of Mr. Fitzgerald’s compensation remained the same.

Robert Francis Employment Agreement

Ranor executed an employment agreement, or the Francis Employment Agreement on January 27, 2012, to engage Mr. Francis for the position of President and General Manager of Ranor. The terms of the Francis Employment Agreement provide that Mr. Francis shall report directly to our board of directors and our Chief Executive Officer.

Pursuant to the Francis Employment Agreement, Mr. Francis receives an annual base salary of $230,000 and was awarded a one-time grant of options to purchase 50,000 shares of Common Stock, which vest in three equal parts over three years. The exercise price of the options was equal to the market price as of the grant date. Mr. Francis was also granted a relocation stipend of $1,250 per month beginning on February 8, 2012 and ending on August 7, 2013. Mr. Francis is also eligible for an annual cash performance bonus based upon our financial performance of as determined by our board of directors. Mr. Francis is entitled to participate fully in our employee benefit plans and programs. Mr. Francis will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities.
 
 
 
 
 
7
 
 
We may terminate the Francis Employment Agreement at any time during the six months following a change in control without “cause,” as defined therein. In the event of a termination without cause upon a change in control, we will be required to pay Mr. Francis an amount equal to six months of his base salary paid in equal installments in accordance with our payroll policies. If the Francis Employment Agreement is terminated for any reason other than for “cause” or “good reason” following a change in control, Mr. Francis will only be entitled to payment of accrued and unpaid base salary through the date of the cessation of the employment.

Upon termination of the Francis Employment Agreement, Mr. Francis will have the obligation not to disclose our confidential information or trade secrets to anyone following such termination. Mr. Francis is also subject to a covenant not to compete with us for a period of one year following termination of the Francis Employment Agreement.

On June 13, 2013, our board of directors approved an award of stock options to purchase 150,000 shares of Common Stock to Mr. Francis under the 2006 Plan, or the Francis Bonus Option Grant, with an exercise price of $0.67 per share (the closing stock price on June 13) and a term of ten years. The Francis Bonus Option Grant will vest in three equal annual installments starting on the first anniversary of the grant date subject to Mr. Francis’ continuous service with us.

On July 14, 2014, Mr. Francis and the Company executed a Separation, Severance and Release Agreement, pursuant to which Mr. Francis would transition into a consulting role with Ranor, and would be paid a three-month severance payment of $19,166.66  per month. Effective June 23, 2014, Mr. Francis was no longer entitled to participate in our employee benefit plans and programs.
 
2006 Long-Term Incentive Plan
 
Under the 2006 Plan, each newly elected independent director receives at the time of his election, a five-year option to purchase 50,000 shares of Common Stock at an exercise price equal to the fair market value on the date of his or her election. The option vests as to 30,000 shares of Common Stock on the date of grant and 10,000 shares of Common Stock on each of the first and second anniversaries of the grant date. The 2006 Plan also provides for an annual option grant of 10,000 shares of Common Stock to directors beginning on July 1 after the third anniversary of a director’s election to our board of directors.

Of the 3,300,000 shares of Common Stock covered by the 2006 Plan, as of March 31, 2014, there were outstanding options to purchase 1,355,500 shares of Common Stock, which amount included options to purchase 157,500 shares of Common Stock issued to our independent directors and options to purchase 830,000 shares of Common Stock issued to our executive officers.
 
The following table summarizes the equity compensation plans under which our securities may be issued as of March 31, 2014.

Plan Category
  
Number of
securities to be
issued upon
exercise of
outstanding
options and
warrants
  
Weighted-average
exercise price of
outstanding
options
and warrants
  
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
Equity compensation plans approved by security holders
  
1,355,500
  
$
1.014
  
1,547,006

Compensation Policies and Practices and Risk Management

One of the responsibilities of our Compensation Committee is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking. We believe that our existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives are awarded with either staggered or cliff vesting over several years, so as to promote long-term rather than short-term financial performance and to encourage employees to focus on sustained stock price appreciation. In addition, our existing compensation policies attempt to discourage employees from taking excessive risks to achieve individual performance objectives such as annual cash incentive compensation and long term incentive compensation which are based upon balanced company-wide, business unit and individual performance and base salaries structured so as to be consistent with an employee’s responsibilities and general market practices. The Compensation Committee is responsible for monitoring our existing compensation practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or elimination of risk and the enhancement of long-term stockholder value.
 
 
 
8
 
 
 
Directors’ Compensation

Fees and Equity Awards for the Executive Chairman

On June 13, 2013, our board of directors approved certain compensatory arrangements for Mr. Anthony’s service as our Executive Chairman. The arrangements for Mr. Anthony were recommended by the Compensation Committee. For his service as Executive Chairman and in addition to any compensation Mr. Anthony receives as a member of our board of directors: (i) cash compensation of $20,000 per month (prorated for any partial months) retroactive to May 13, 2013, for so long as Mr. Anthony holds the position of Executive Chairman; (ii) an award of stock options to purchase 100,000 shares of our common stock, granted pursuant to the 2006 Plan, with an exercise price of $0.67 per share (the closing stock price on June 13, 2013), a term of ten years and which vests in three equal installments on each of the grant date and the first two anniversaries of the grant date, subject to Mr. Anthony’s continuous service as a member of our board of directors through the second anniversary of the grant date; and (iii) reimbursement of all documented expenses incurred incident to activities undertaken for us.

Fees and Equity Awards for Non-Employee Directors

The fee structure for non-employee directors is as follows:
 
Fee Category
  
Fees
  
Quarterly Retainer
  
$
6,000
  
In-person Meeting Fee (Quarterly)
  
$
2,500
  
Telephonic Meeting Fee
  
$
500
  
Audit & Compensation Committee Chairs - Annual Retainer
  
$
8,000
  
Non-executive Chairman - Annual Retainer
  
$
12,000
  
 
In addition, the 2006 Plan provides for the grant of non-qualified options to purchase 50,000 shares, exercisable in installments, to each newly elected non-employee director and annual grants of 10,000 options to purchase shares of Common Stock commencing with the third year of service as a director, as described under the heading “Executive Compensation - 2006 Long-Term Incentive Plan.”

On June 13, 2013, in recognition of the extraordinary service and extra time devoted by each member of our board of directors during this transitional period while we do not have a permanent chief executive officer, on the recommendation of the Compensation Committee, our board of directors approved awards of stock options to purchase 50,000 shares of Common Stock to each current non-employee member of our board of directors. This grant of options is an extraordinary, one-time award made outside the 2006 Plan and will have an exercise price of $0.67 per share, will have a term of ten years, and will vest in three equal installments on each of the grant date of such options and the first two anniversaries of such grant date, subject to such director’s continuous service as a member of our board of directors through the second anniversary of the grant date. Although granted outside of the 2006 Plan, the terms and conditions of such options will be substantially the same as options awarded under the 2006 Plan.

Non-Employee Director Compensation Table

The following table sets forth compensation paid to each non-employee director who served during the year ended March 31, 2014. Mr. Molinaro received no compensation for his service as a director. Mr. Anthony has been our Executive Chairman since May 2013 and our Chairman of our board of directors since December 2012. Prior to December 2012, Mr. Dur was our Chairman of our board of directors and had been since October 2010. Messrs. Holly and Dur chair the Audit Committee and Compensation Committee, respectively. Mr. Molinaro’s compensation for his service as our Chief Executive Officer prior to his resignation are set forth under the heading “Summary Compensation Table.”

 
 
 
 
9
 
 
 
Name
  
Fees
Earned
    
Option
Awards (1)
  
Other
  
Totals
Philip A. Dur
  
$
42,000
    
$
16,378
  
$ -
  
$
58,378
Michael R. Holly
  
$
42,000
    
$
18,332
  
$ -
  
$
60,332
Andrew A. Levy
  
$
34,000
    
$
16,378
  
$ -
  
$
50,378
Robert G. Isaman
  
$
34,000
    
$
24,567
  
$ -
  
$
58,567
Leonard M. Anthony (2)
  
$
46,000
      
-
  
$ -
  
$
46,000
 
(1)
Represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. As of March 31, 2014, there were a total of 1,355,500 options outstanding under the 2006 Plan, of which 157,500 were issued to members of our board of directors.
   
(2) Mr. Anthony continued to earn board compensation during 2014 as a director and Chairman of the board of directors in addition to his compensation as Executive Chairman.

 
Compensation Committee Interlocks and Insider Participation

The Compensation Committee has three members: Mr. Holly, Mr. Anthony and Mr. Dur (Chairman). To our knowledge, except for Mr. Anthony, who serves as a director and chief executive officer in his capacity as Executive Chairman, there are no interlocking relationships among members of our board of directors and our executive officers. In addition, there are no relationships with the members of our Compensation Committee that require disclosure pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act. None of our executive officers currently serves, or in fiscal 2014 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.
 
 
 
 
 
10
 

 

Security Ownership of Certain Beneficial Owners and Management

The following table provides information as to shares of common stock beneficially owned, as of July 23, 2014, by:
•           each director and nominee for director;
•           each Named Executive Officer (as defined above);
•           each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and
•           all directors and officers as a group.
 
 
Except as otherwise indicated, each person has the sole power to vote and dispose of all shares of common stock listed opposite his name. Each person is deemed to own beneficially shares of common stock which are issuable upon exercise of warrants or options or upon conversion of convertible securities if they are exercisable or convertible within 60 days of July 23, 2014.
 
 
Name
  
 
Shares
    
Percentage
  
Andrew A. Levy
46 Baldwin Farms North, Greenwich, CT 06831(1)
 
     1,605,434       6.51%  
                 
Richard F. Fitzgerald (3)
     413,334       1.68%  
Michael Holly (4)
     210,834       *  
Philip A. Dur (5)
     88,334       *  
Leonard M. Anthony (6)
     136,667       *  
Robert Francis (7)
     83,334       *  
Robert G. Isaman (8)
     73,334       *  
All officers and directors as a group (nine individuals) (2)
     2,611,271       10.58%  
 
* Less than 1%
    
 
 
 
 
 
 
11
 
 
 
(1)
Includes 33,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Levy that may be exercised within 60 days of July 23, 2014.
 
(2)
Includes 844,171 shares of common stock issuable upon the exercise of stock options granted to our directors and officers.
 
(3)
Includes 413,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Fitzgerald that may be exercised within 60 days of July 23, 2014.
 
(4)
Includes 75,834 shares of common stock issuable upon the exercise of stock options granted to Mr. Holly that may be exercised within 60 days of July 23, 2014.
 
(5)
Includes 48,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Dur that may be exercised within 60 days of July 23, 2014.
 
(6)
Includes 116,667 shares of common stock issuable upon the exercise of stock options granted to Mr. Anthony that may be exercised within 60 days of July 23, 2014.
 
(7)
Includes 83,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Francis that may be exercised within 60 days of July 23, 2014.
 
(8)
Includes 73,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Isaman that may be exercised within 60 days of July 23, 2014.
 
 
Changes in Control

There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.
 
 
 
 
 
12
 

 

Certain Relationships and Related Transactions

On November 15, 2010, WCMC leased approximately 1,000 sq. ft. of office space from an affiliate of Cleantech Solutions International, or CSI, to serve as its primary corporate offices in Wuxi, China. The lease had an initial two-year term and rent under the lease with the CSI affiliate is approximately $17,000 on an annual basis. The lease expired on November 15, 2013 and was not renewed. In addition to having leased property from an affiliate of CSI, we subcontract fabrication and machining services from CSI through their manufacturing facility in Wuxi, China and such subcontracted services are overseen by our personnel co-located at CSI in Wuxi, China. We view CSI as a related party because a holder of approximately 5% of the fully diluted equity interest of CSI is also the holder of approximately 36% of the fully diluted equity interest of the Company. WCMC is also subcontracting manufacturing services from other Chinese manufacturing companies on comparable terms as those it has with CSI.  We paid $1.9 million to CSI for materials and manufacturing services in fiscal 2013. There were no payments made to CSI in fiscal 2014.

Related Party Transaction Policy

All transactions with related parties are subject to approval by the Audit Committee. As part of its review of related party transactions, the Audit Committee generally seeks to obtain evidence regarding whether the terms of the related party transaction are market-based. The Audit Committee relies on such information, in addition to other transaction-specific factors, in its review and approval of related party transactions.
 
 
 
13
 
 
 
Independence of Directors

For information regarding the independence of our directors, please see the discussion under Item 10, below the heading “Director Independence,” which discussion is incorporated herein by reference.
 
 
 
 
 
14
 

 

Principal Accountant Fees

The following is a summary of fees for professional services rendered by Marcum LLP and our former independent registered accounting firm, KPMG LLP, for the years ended March 31, 2014 and 2013:

      Year ended March 31,  
    2013    
2014 (KPMG)
    
2014 (Marcum)
  
Audit fees
   $ 387,330     $ 102,088     $ 95,650  
Audit related fees
     81,250       35,000       2,737  
Tax fees
     87,161       44,990       - -  
Total
   $ 555,741     $ 182,078     $ 98,387  
 

Marcum LLP assumed the role as the Company’s independent registered accounting firm on October 14, 2013 replacing KPMG LLP.   During fiscal 2014, KPMG LLP provided quarterly review services through June 30, 2013, continued certain tax and international statutory audit services as well as services to support the transition of Marcum LLP as the Company’s independent registered accounting firm during fiscal 2014.

Audit fees. Audit fees represent fees for professional services performed by Marcum LLP and KPMG LLP for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.  The 2014 audit fees include $95,650 of fees paid to Marcum LLP subsequent to its appointment and $75,000 and $27,088 paid to KPMG LLP for interim review services related to the quarterly period ended June 30, 2013 and statutory audit services in China, respectively.

Audit-related fees. Audit-related fees represent fees for assurance and related services performed by Marcum LLP and KPMG LLP that are reasonably related to the performance of the audit or review of our financial statements. These services include services related to consultation with respect to financial reporting and accounting standards.  Fees incurred during 2014, relate to auditor transition and succession activities incurred by Marcum LLP ($2,737) and KPMG LLP ($35,000), respectively.

Tax fees. Tax fees represent fees for tax compliance services performed by KPMG LLP during fiscal 2014 and 2013, respectively.
 
All other fees. There were no other fees paid to KPMG LLP and Marcum LLP for the fiscal years ended March 31, 2014 and 2013.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
 
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All services were pre-approved by the Audit Committee.
 
 
 
15
 
 
 
PART IV

3.1
Certificate of Incorporation of the Registrant (Exhibit 3.1 to our registration statement on Form SB-2, filed with the Commission on August 28, 2006 and incorporated herein by reference).
 
3.2
Amended and Restated By-laws of the Registrant.  (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on February 3, 2014 and incorporated herein by reference)
 
3.3
Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
3.4
Certificate of Amendment to Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.5 to our quarterly report on Form 10-Q, filed with the Commission on November 12, 2009 and incorporated herein by reference).
 
4.1
Loan and Security Agreement, dated February 24, 2006, between Ranor, Inc. and Sovereign Bank (Exhibit 4.1 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
4.2
Guaranty of the Registrant in favor of Sovereign Bank (Exhibit 4.2 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
4.3
First Amendment, dated January 29, 2007, to Loan and Security Agreement, dated February 24, 2006, between Ranor, Inc. and Sovereign Bank (Exhibit 99.1 to our Current Report on Form 8-K, filed with the Commission on February 20, 2007 and incorporated herein by reference).
 
4.4
Second Amendment, dated June 28, 2007 to Loan and Security Agreement dated February 24, 2006, between Ranor, Inc. and Sovereign Bank (Exhibit 4.5 to our annual report on Form 10-KSB, filed with the Commission on July 2, 2007 and incorporated herein by reference).
 
4.5
Mortgage Security Agreement and Fixture Filing, dated as of October 4, 2006, between WM Realty Management, LLC and Amalgamated Bank (Exhibit 4.6 to our annual report on Form 10-KSB, filed with the Commission on July 2, 2007 and incorporated herein by reference).
 
4.6
Mortgage Note, dated October 4, 2006, made by WM Realty Management, LLC in favor of Amalgamated Bank (Exhibit 4.7 to our annual report on Form 10-KSB, filed with the Commission on July 2, 2007 and incorporated herein by reference).
 
4.7
Massachusetts Development Finance Agency Revenue Bonds, Ranor Issue, Series 2010a, dated December 30, 2010 in the original aggregate principal amount of $4,250,000 (Exhibit 4.1 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
 
 
 
 
 
16
 
 
 
 
4.8
Massachusetts Development Finance Agency Revenue Bonds, Ranor Issue, Series 2010b, dated December 30, 2010 in the original aggregate principal amount of $1,950,000 (Exhibit 4.2 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
4.9
Mortgage, Loan and Security Agreement, dated December 1, 2010, between Massachusetts Development Finance Agency, Ranor, Inc. and Sovereign Bank (Exhibit 10.5 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
4.10
ISDA 2002 Master Agreement, dated as of December 30, 2010, between Sovereign Bank and Ranor, Inc. (Exhibit 10.6 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
4.11
Bond Purchase Agreement, dated December 30, 2010, from Ranor, Inc. and Registrant to Sovereign Bank and Massachusetts Development Finance Agency (Exhibit 10.7 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
4.12
Tenth Amendment, dated March 29, 2012, to the Loan Agreement, dated December 30, 2010, between Ranor, Inc. and Sovereign Bank (Exhibit 4.13 to our Annual Report on Form 10-K filed with the Commission on July 16, 2012 and incorporated herein by reference.
 
4.13
Eleventh Amendment, dated July 6, 2012, to the Loan Agreement, dated December 30, 2010, between Ranor, Inc. and Sovereign Bank.  (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on July 12, 2012 and incorporated herein by reference).
 
 4.14
Twelfth Amendment to Loan Agreement dated February 14, 2013 by and between Ranor, Inc. and Sovereign Bank, N.A. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on February 19, 2013 and incorporated herein by reference).
 
4.15
Forbearance and Modification Agreement, dated January 16, 2014, by and among the Registrant, Ranor and Santander Bank N.A. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on January 23, 2014 and incorporated herein by reference).
 
4.16
Loan and Security Agreement, dated as May 30, 2014, by and between Utica Leaseco, LLC and Ranor, Inc. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on June 4, 2014 and incorporated herein by reference).
 
4.17
Credit Loan Note in the name of Utica Leaseco, LLC, dated May 30, 2014 (Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on June 4, 2014 and incorporated herein by reference).
 
4.18
Forbearance and Modification Agreement, dated May 30, 2014 by and among TechPrecision Corporation, Ranor, Inc. and Santander Bank, N.A. (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on June 4, 2014 and incorporated herein by reference).
 
 
 
 
17
 
 
 
 4.19
Forbearance and Modification Agreement, dated July 1, 2014 by and between Registrant, Ranor, Inc. and Santander Bank, N.A. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on July 7, 2014 and incorporated herein by reference).
 
10.1
Preferred Stock Purchase Agreement, dated February 24, 2006, between the Registrant and Barron Partners LP (Exhibit 99.1 to our current report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
10.2
Registration Rights Agreement, dated February 24, 2006, between the Registrant and Barron Partners LP (Exhibit 99.2 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
10.3
Agreement dated February 24, 2006, among the Registrant, Ranor Acquisition LLC and the members of Ranor Acquisition LLC (Exhibit 99.3 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference),
 
10.4
Subscription Agreement, dated February 24, 2006, between the Registrant and certain purchasers of the Registrant's Common Stock (Exhibit 99.4 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
10.5
Registration Rights Provisions, dated February 24, 2006, between the Registrant and certain purchasers of the Registrant’s Common Stock  (Exhibit 99.5 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
 
10.6†
2006 Long-term Incentive Plan, as restated effective November 22, 2010 (Exhibit 10.2 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
10.7
Limited Guarantee, dated October 4, 2006, by Andrew Levy in favor of Amalgamated Bank (Exhibit 10.13 to our annual report on Form 10-KSB, filed with the Commission on July 2, 2007 and incorporated herein by reference).
 
10.8†
At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement, dated July 21, 2010, between the Registrant and James Molinaro (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on July 22, 2010 and incorporated herein by reference).
 
10.9
Lease Agreement, dated November 17, 2010, between Center Valley Parkway Associates, L.P. and the Registrant (Exhibit 10.1 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
10.10
Purchase and Sale Agreement, dated December 20, 2010, between WM Realty Management, LLC and Ranor, Inc. dated December 20, 2010 (Exhibit 10.3 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
 
 
 
 
 
18
 
 
 
 
10.11
Amendment, dated May 31, 2007, to the Agreement between TechPrecision Corporation and Barron Partners LP dated August 17, 2005 (Exhibit 10.14 to our annual report on Form 10-KSB, filed with the Commission on July 2, 2007 and incorporated herein by reference).
 
10.12†
Separation, Severance and Release Agreement, dated March 31, 2009, between the Registrant and James G. Reindl (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on April 2, 2009 and incorporated herein by reference).
 
10.13†
Executive Consulting Agreement, dated March 31, 2009, between the Registrant and Louis A. Winoski (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on April 2, 2009 and incorporated herein by reference).
 
10.14†
Employment Agreement, dated March 23, 2009, between the Registrant and Richard F. Fitzgerald (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on April 2, 2009 and incorporated herein by reference).
 
10.15†
Employment Agreement, dated January 12, 2012, between the Registrant and Robert Francis (Exhibit 10.14 to our Annual Report on Form 10-K filed with the Commission on July 16, 2012 and incorporated herein by reference).
 
10.16†
Form of Option Award Agreement for Directors (Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 17, 2013 and incorporated herein by reference).
 
10.17†
Form of Restricted Stock Award Agreement (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on March 20, 2014 and incorporated herein by reference).
 
10.18†
Employment Agreement, dated June 20, 2014 between Ranor, Inc. and Alexander Shen (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on June 27, 2014, and incorporated herein by reference).
 
10.19†
Separation, Severance and Release Agreement, dated July 14, 2014 between TechPrecision Corporation and Robert Francis (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on July 18, 2014, and incorporated herein by reference).
 
21.1*
List of Subsidiaries.
 
23.1*
Consent of Marcum LLP
 
23.2*
Consent of KPMG LLP
 
31.1
 
 
 
 
 
19
 
 
 
 
31.2
 
32.1
 
101
The following financial information from this Annual Report on Form 10-K for the fiscal year ended March 31, 2014, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets at March 31, 2014 and 2013; (ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended March 31, 2014 and 2013; (iii) the Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2014 and 2013; (iv) the Consolidated Statements of Cash Flows for the years ended March 31, 2014 and 2013; and (v) the Notes to the Consolidated Financial Statements.
† 
Management contract or compensatory arrangement or plan.
*
Previously filed.
 
 
 
 
 
20
 
 

 

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.
 
 

   
TECHPRECISION CORPORATION
   
(Registrant)
     
July 29, 2014
    
     
  By:
/s/ Richard F. Fitzgerald
   
Richard F. Fitzgerald
Chief Financial Officer
 
 
 
 
 
21
 
 
 
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