form8-k.htm
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: June 29, 2007
(Date
of
earliest event reported)
APA
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Minnesota
(State
of
other jurisdiction of incorporation)
0-16106
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41-1347235
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2950
NE 84th Lane,
Blaine, MN 55449
(Address
of principal executive offices) (Zip Code)
(763)
784-4995
Registrant's
telephone number, including area code:
Not
Applicable
(Former
name, former address and former fiscal year, 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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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¨
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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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¨
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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
2.01
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Completion
of Acquisition or Disposition of
Assets.
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On
June
28, 2007, the Company sold all of its interest in its India operations, by
means
of a sale of stock of its India subsidiary named APA Optronics (India) Private
Limited ("APA India"), to an entity owned by the former chief executive officer
of the Company, Dr. Anil K. Jain. The purchase price of approximately
$500,000 (subject to certain post-closing adjustments) has been paid by delivery
of the buyer's five year promissory note secured by a pledge of Company stock
by
Dr. Jain, a pledge by Dr. Jain of payments under his Separation Agreement with
the Company, and a personal guaranty by Dr. Jain . The purchase price
was determined by the independent directors to be fair and reasonable
to the Company. Copies of the agreements executed in connection with
this transaction are filed as exhibits to this report.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Effective
June 28, 2007 Anil K. Jain ceased to be Chief Executive Officer (principal
executive officer), Chief Financial Officer (principal financial and accounting
officer), and Chairman of the Board of Directors of the Company.
Cheryl
Beranek Podzimek, age 44, who is and has been the President of APA Cables and
Networks, Inc. ("APACN") since 2003, a wholly-owned subsidiary of the
Company, assumed the role of Chief Executive Officer (principal
executive officer) of the Company, effective June 28, 2007. She will
also continue in her role as President of APACN. From 2001 to 2002 Ms. Podzimek
was Chief Operating Officer of Americable. From 2002 to 2003 she served as
President of Americable, which was acquired by APACN in June of
2003.
Bruce
Blackey, age 55, became Chief Financial Officer of the Company (principal
financial and accounting officer) effective June 28,
2007. Mr. Blackey has extensive experience in finance and
administration and has worked as an independent business consultant from 2001
to
the present. He has previous experience as an interim CFO and business
consultant. Mr. Blackey holds a Bachelors of Science degree in Accounting from
the Carlson School of Business, University of Minnesota.
Ronald
G.
Roth, age 61, a current member of the Board of Directors, became Chairman of
the
Board effective June 28, 2007. Mr. Roth has been a member of the
Company's Board of Directors since 2002. From 1990 to 2007 he was Chairman
of
the Board with Phillips Recycling Systems, a privately held regional recycling
service provider in Minnesota. Mr. Roth is now semi-retired with various
investment interests.
Pursuant
to the terms of an Amended and Restated Agreement Regarding
Employment/Compensation Upon Change In Control dated September 15, 2005, filed
herewith, Dr. Jain will be paid his current salary ($190,000 per year) for
24
months after the date of termination of his employment, payable
quarterly. This severance provision applies notwithstanding the
absence of a "change of control." APA and Dr. Jain have also entered
into a Supplemental Separation Agreement, filed herewith.
9.01
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Financial
Statements and Exhibits.
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The
following exhibits are filed as a part of this report on Form 8-K.
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Amended
and Restated Agreement Regarding Employment/Compensation Upon Change
In
Control
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Supplemental
Separation Agreement with A. Jain.
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The
following documents (Exhibits 10.18 through 10.24) relate to the sale of APA
India.
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Separation
Payments Pledge Agreement
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Agreement
to Provide Additional Collateral
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Press
Release dated June 29, 2007
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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.
Dated:
June 29, 2007
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APA
ENTERPRISES, INC.
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By
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/s/
Cheryl Beranek Podzimek
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Cheryl
Beranek Podzimek, Chief Executive Officer
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(Principal
Executive Officer) and
authorized signatory
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