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: April 28, 2006
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:
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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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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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Item
1.01.
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Entry
Into a Material Definitive
Agreement
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On
April
28, 2006, our Board of Directors adopted the recommendations of the Compensation
Committee concerning bonus payments related to the fiscal year ended March
31,
2006 and compensation for the fiscal year ending March 31, 2007 for Anil
K.
Jain, Ph.D., 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. ("APACN").
The
Board
approved a bonus for Dr. Jain for fiscal 2006 in the amount of $30,000 and
bonuses for Ms. Podzimek for fiscal 2006 and for the last quarter of fiscal
2006
in the amounts of $18,850 and $4,000, respectively. These bonuses constitute
discretionary awards, since the criteria for awards of bonuses under the
Company's cash bonus plan for these executives were not satisfied.
Dr.
Jain's salary for the fiscal year ending March 31, 2007 has been set at $189,108
(essentially no increase over his salary for fiscal 2006), with the opportunity
for a cash bonus if one or more of the following objectives are achieved.
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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.
Company
revenue objective
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E.
Company
financial loss objective
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The
maximum bonus payable to Dr. Jain is $94,500. Attainment of each of Goals
B, D
and E will result in an award of $23,600, and attainment of each of Goals
A and
C will result in an award of $11,800. The bonus based on Goal E (loss reduction)
may be earned in part, based on the degree of loss reduction. All other Goals
are "all or none" standards.
Ms.
Podzimek's salary has been set at $120,000 (a 3.4% increase over her salary
for
the fiscal year 2006). The Board also approved quarterly and annual bonus
plans
for Ms. Podzimek for fiscal 2007 based on attaining certain levels of revenue
and/or earnings before interest, taxes, depreciation and amortization (EBITDA).
The quarterly bonus plan provides for an annual maximum of $20,000; the annual
bonus plan provides for a maximum of $60,000 in addition to the quarterly
bonuses.
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:
April 28, 2006
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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 Financial Officer (Principal Executive and Principal
Financial Officer) and authorized signatory
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