APA Enterprises Inc. 8-K 8-18-2005
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
Event Reported: August 18, 2005
APA
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Minnesota
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0-16106
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41-1347235
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(State
of other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
Number)
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2950
NE 84th
Lane, Blaine, MN 55449
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (763)
784-4995
(Former
name, former address and former fiscal year, if changed since last report):
N/A
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
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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 (17CFR
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
1.01.
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Entry
Into a Material Definitive
Agreement
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On
August
18, 2005, our Board of Directors adopted the recommendations of the Compensation
Committee concerning fiscal 2006 compensation for Anil K. Jain, PhD, the
president and chief executive officer of the Company, and for Cheri Podzimek,
the president of our wholly-owned subsidiary, APA Cables and Networks,
Inc.
Dr.
Jain’s salary for the fiscal year ending March 31, 2006 has been set at $185,400
(a 3% increase over his salary for fiscal 2005), with the opportunity for a
cash
bonus if certain objectives are achieved. The bonus opportunity is summarized,
in general terms, below. No bonus will be paid if the Bonus Eligibility criteria
are not met.
Goals
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A.
Non-financial operations objective
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B.
Product revenue objective
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C.
Product development and marketing objective
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D.
Corporate governance and controls objective
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Other
Requirements
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Level
One Consolidated Revenue
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Level
Two Consolidated Revenue
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Level
Three Consolidated Revenue
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Level
One Loss Reduction
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Level
Two Loss Reduction
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NOTE:
A
higher level indicates a more demanding standard (higher revenue and greater
loss reduction).
Bonus
Amount
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Bonus
Eligibility
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$46,350
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Attainment
of 3 of the 4 Goals, plus
Level One Revenue
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$64,890
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Attainment
of 3 of the 4 Goals, plus
Level Two Revenue and
Level One Loss Reduction
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$92,700
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Attainment
of all 4 Goals, plus
Level Three Revenue and
Level Two Loss Reduction
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Ms.
Podzimek’s salary has been set at $116,000 and she has been granted a 5-year
incentive stock option under our amended 1997 Stock Incentive Plan for 10,000
shares, exercisable at $1.30 per share (fair market value as of date of grant).
The options become exercisable in various amounts over the 5 years. The Board
also approved bonus plans for Ms. Podzimek for fiscal 2006. A quarterly bonus
plan was approved providing for an annual maximum of $16,000, and an annual
bonus plan was approved providing for a maximum of $72,500 in addition to the
quarterly bonus plan. The goals are summarized, in general terms, as
follows.
Quarterly
Goals
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Various
operational achievements
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Annual
Goals
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Level
One Minimum Revenue and Net Profit
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Level
Two Minimum Revenue and Net Profit
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Level
Three Minimum Revenue and Net Profit
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Level
Four Minimum Revenue and Net Profit
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Various
operational goals
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NOTE:
A
higher level indicates a more demanding standard. Bonus payments increase
proportionally the higher the achievement.
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.
Dated:
August 24, 2005
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APA
ENTERPRISES, INC.
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By
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/s/
Anil K. Jain
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Anil
K. Jain, Chief Executive and
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Chief Financial
Officer
(Principal Executive and |
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Principal
Financial
Officer) and authorized signatory |
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