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): March 9,
2018
Applied Energetics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14015
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77-0262908
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2480 W Ruthrauff Road, Suite 140 Q, Tucson, Arizona
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85705
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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: (520)
628-7415
(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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On
March 8, 2018, Applied Energetics, Inc. (the “Company”)
received the written consents (the “Written Consents”)
of the Company’s stockholders representing more than 58% of
the outstanding shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), in
accordance with Section 228 of the General Corporation Law of the
State of Delaware (the “DGCL”), approving the following
stockholder proposals (the “Stockholder
Proposals”):
1.
Approval of the
following resolution: RESOLVED, that any provision of the Amended
and Restated By-Laws (the “Bylaws”) of the Company in
effect as of immediately prior to the adoption of this resolution
that was not included in the Bylaws filed by the Company with the
Securities and Exchange Commission (the “SEC”) as an
exhibit to its Quarterly Report on Form 10-Q on August 9, 2007 (the
last date of reported changes to the Bylaws) (other than any
amendment to the Bylaws adopted by the stockholders of the
Company), be and is hereby repealed;
2.
The removal, with
cause, of George P. Farley from the Company’s Board of
Directors (the “Board”);
3.
The election of
Bradford T. Adamczyk to serve as a director on the Board for a term
of three years and until his successor is duly elected and
qualified; and
4.
The election of
Jonathan R. Barcklow to serve as a director on the Board for a term
of two years and Thomas C. Dearmin to serve as a director on the
Board for a term of one year and, in each case, until their
respective successors are duly elected and qualified.
The
Stockholder Proposals became effective on March 8,
2018.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Removal of Director
Pursuant
to the Stockholder Proposals, the Company’s stockholders
removed, with cause, George P. Farley from the Board effective
March 8, 2018. At the time of his removal, Mr. Farley served as the
Chair of the Audit Committee and as a member of the Compensation
Committee, the Nominating and Corporate Governance Committee and
the Strategic Planning Committee.
The
reasons for Mr. Farley’s removal by the stockholders are
described in the Definitive Consent Statement filed by certain
stockholders of the Company with the SEC on February 2,
2018.
Mr.
Farley previously expressed his views with respect to the proposal
to remove him from office in a Current Report on Form 8-K filed by
the Company with the SEC on February 28, 2018.
Election of Directors
Pursuant
to the Stockholder Proposals, effective March 8, 2018, the
Company’s stockholders elected Bradford T. Adamczyk to serve
as a director on the Board for a term of three years and until his
successor is duly elected and qualified. Additionally, Mr.
Adamczyk’s election to the Board and his fixing the size of
the Board at three directors and filling the resulting vacancies by
appointing Jonathan R. Barcklow and Thomas C. Dearmin, who were
also elected to serve as directors by the stockholders, made
effective Mr. Barcklow’s election to the Board for a term of
two years and Mr. Dearmin’s election to the Board for a term
of one year, and, in each case, until their respective successors
are duly elected and qualified.
None of
Mr. Adamczyk, Mr. Barcklow or Mr. Dearmin (collectively, the
“New Directors”) is party to any transactions
reportable under Item 404(a) of Regulation S-K. There are no
understandings or arrangements between any of the New Directors and
any other persons pursuant to which any of them were appointed as a
member of the Board.
The
Company expects to announce committee appointments for each of the
New Directors at a later time.
Removal of Executive Officer
On
March 8, 2018, the Board removed Mr. Farley as the Company’s
Chief Executive Officer and Principal Financial
Officer.
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Appointment of Executive Officer
On
March 8, 2018, the Board appointed Mr. Dearmin, age 60, as Acting
Chief Executive Officer.
Mr.
Dearmin served as the Company’s President, Chief Executive
Officer, Chief Financial Officer and director from 2004 to 2006. In
August 2006, he resigned his officer positions but served as Vice
Chairman until February 18, 2007 and remained a director until May
11, 2007. Mr. Dearmin left the Company in 2007.
Mr.
Dearmin has over 30 years of experience in compound semi-conductor
opto-electronic technology. Since January 2012, Mr. Dearmin has
served as the President and Chief Executive Officer of SCS Energy
Solutions, a provider of solar energy, LED lighting and energy
storage solutions to commercial customers. Mr. Dearmin is
experienced in, among other things, novel laser and compound
semi-conductor technology, which is the foundation of various LED
and SSD technologies. He has experience in establishing and
operating compound semi-conductor manufacturing plants. Mr.
Dearmin’s qualifications as a director include his experience
serving as a chief or senior executive officer of technology
companies, his familiarity with the Company and its technologies
through his previous positions at the Company and Ionatron, Inc.
and his knowledge of the defense industry.
There
is no arrangement or understanding between Mr. Dearmin and any
other person pursuant to which he was selected as an officer. There
are no family relationships between Mr. Dearmin and any director or
executive officer of the Company, and Mr. Dearmin is not a party to
any transactions reportable under Item 404(a) of Regulation
S-K.
Mr.
Dearmin will not receive any compensation at this time related to
his role as Acting Chief Executive Officer.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On
March 8, 2018, the Written Consents constituting 58% of the Common
Stock were delivered to the Company in accordance with Section 228
of the DGCL, pursuant to which the Stockholder Proposals were
approved and became effective as described in this Current Report
on Form 8-K. The results of the Stockholder Proposals are set forth
below:
Proposal
1: Approval of the following resolution: RESOLVED, that any
provision of the Bylaws in effect as of immediately prior to the
adoption of this resolution that was not included in the Bylaws
filed by the Company with the SEC as an exhibit to its Quarterly
Report on Form 10-Q on August 9, 2007 (the last date of reported
changes to the Bylaws) (other than any amendment to the Bylaws
adopted by the stockholders of the Company), be and is hereby
repealed.
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Consent
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Withhold
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Abstain
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87,418,771
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5,103,095
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30,000
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Proposal
2: The removal, with cause, of George P. Farley as a director and
any other person or persons, other than those elected by the
stockholders acting by this written consent, elected or appointed
to the Board since October 31, 2017 and immediately prior to the
effectiveness of this proposal.
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Consent
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Withhold
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Abstain
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87,378,771
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5,143,095
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30,000
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Proposal
3: The election of Bradford T. Adamczyk to serve a term of three
years (or such shorter term as required by Delaware law) and until
his successor is duly elected and qualified.
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Consent
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Withhold/Abstain
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87,366,471
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82,300
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Proposal
4: The election of Jonathan R. Barcklow, to serve a term of two
years and until his successor is duly elected and qualified, and
Thomas C. Dearmin, to serve a term of one year and until his
successor is duly elected and qualified, with such elections to be
effective immediately after Proposal 3 has been approved and Mr.
Adamczyk has fixed the size of the Board.
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Consent
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Withhold/Abstain
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Jonathan R.
Barcklow
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87,266,471
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222,300
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Thomas C.
Dearmin
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87,318,771
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170,000
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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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APPLIED
ENERGETICS, INC.
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| DATE: March 9, 2018 |
By:
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/s/
Thomas C. Dearmin
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Thomas C. Dearmin
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Acting
Chief Executive Officer
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