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: September 14, 2005
APA
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Minnesota
(State
of other jurisdiction
of
incorporation)
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0-16106
(Commission
File No.)
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41-1347235
(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:
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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
September 14, 2005, the Company, with the approval of our Board of Directors,
entered into a Severance Agreement with Cheri Podzimek, president of our
subsidiary, APA Cables and Networks, Inc., and an Amended and Restated Agreement
Regarding Employment/Compensation Upon Change of Control with Dr. Anil
Jain, our president and chief executive officer. Copies of the agreements
are
filed herewith as exhibits. Capitalized terms used in this report have the
meanings assigned to them in the agreements.
The
Amended and Restated Agreement with Dr. Jain amends and restates his agreement
dated August 20, 1997 to add a section that provides that if he is
involuntarily terminated by the APA without Cause in the absence of a Change
of
Control he shall receive any bonus accrued as of the date of termination
plus
continuation of his salary for 24 months.
The
Severance Agreement with Ms. Podzimek provides that if Ms. Podzimek (a) is
terminated by the APACN without Cause in the absence of a Change of Control
or a
Subsidiary Sale, or (b) is terminated by APACN without Cause or resigns for
Good
Reason within six months after a Change in Control or a Subsidiary Sale,
she is
entitled to receive any bonus accrued at the date of termination plus
continuation of her salary as follows:
If
employment terminates after
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she
receives salary for this period after termination
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After
Change of
Control/Subsidiary
Sale
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No
Change of
Control/Subsidiary
Sale
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June
30, 2005
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9
months
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3
months
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June
30, 2007
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12
months
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6
months
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June
30, 2009
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12
months
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12
months
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Payments
to Dr. Jain and Ms. Podzimek cease if that person violates any continuing
obligation to the Company, such as a non-compete covenant or confidentiality
agreement.
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:
September 15, 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 Chief
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Financial
Officer
(Principal Executive and |
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Principal
Financial
Officer) and authorized signatory |
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