Unassociated Document
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): August 19,
2008
AEROSONIC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-11750
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74-1668471
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State
or other jurisdiction of incorporation or
organization
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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1212
North Hercules Avenue
Clearwater,
Florida 33765
(Address
of principal executive offices and Zip Code)
(727)
461-3000
(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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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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o
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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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Section
1 - Registrant’s Business and Operations
Item 1.01
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Entry
into a Material Definitive
Agreement.
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The
Board
of Directors of Aerosonic Corporation (the “Registrant”) appointed Mr. Thomas W.
Cason as Executive Vice President and Chief Operations Officer of the
Registrant, which appointment was memorialized by the execution of an employment
agreement (the “Employment Agreement”), dated August 25, 2008 and effective as
of August 26, 2008 (the “Effective Date”), by and between the Registrant and Mr.
Cason. The material items of the Employment Agreement are summarized below,
and
the full text of the Employment Agreement is filed as Exhibit 10.1 to this
Current Report and is incorporated herein by reference. A copy of the
Registrant’s press release announcing Mr. Cason’s appointment is attached to
this Current Report as Exhibit 99.1 and incorporated herein by
reference.
Employment
Agreement
The
term
of the Employment Agreement commences on August 26, 2008, and Mr. Cason’s
employment is “at will”. The Employment Agreement is terminable by: (i) Mr.
Cason on 30 days’ prior written notice, or immediately upon mutual agreement,
and (ii) the Registrant at any time, with or without “cause” (as such is defined
in the Employment Agreement), immediately upon written notice to Mr. Cason.
In
the event that the Registrant elects to terminate Mr. Cason without cause within
twelve (12) months from the Effective Date, then Mr. Cason will be entitled
to
receive severance payments equal to three months salary. In the event that
the
Registrant elects to terminate Mr. Cason without cause after Mr. Cason has
completed more than twelve (12) months of employment with the Company from
the
Effective Date, then Mr. Cason will be entitled to receive severance payments
equal to six months salary. In the event Mr. Cason’s employment under the
Employment Agreement is terminated for cause, Mr. Cason thereafter has no right
to receive any compensation or other benefits under the Employment
Agreement.
The
Employment Agreement provides that Mr. Cason shall receive an annual base salary
of $160,000. Any cash bonus to be paid to Mr. Cason and any participation in
the
Registrant’s stock incentive plan shall be determined by the Board of Directors
of the Registrant in its sole discretion. The Registrant has agreed to grant
Mr.
Cason stock options to purchase up to a total of 25,000 shares of Common Stock
of the Registrant. The exercise price of the options shall be the fair market
value per share, to be determined by the Board of Directors on the grant date
and pursuant to the terms of the Registrant’s 2004 Stock Incentive Plan, as
amended and restated. Mr. Cason shall be entitled to participate in or become
a
participant in any fringe benefits and employee benefit plans maintained by
the
Registrant for which he is or will become eligible on such terms as the Board
of
Directors may, in its discretion, establish, modify or otherwise change,
consistent with the terms of any such employee benefit plan. The Company shall
reimburse Employee for reasonable and customary business expenses incurred
in
the conduct of the Company’s business. Mr. Cason shall be entitled to 4 weeks of
paid vacation per year in accordance with the policies of the
Registrant.
Section
5 - Corporate Governance and Management
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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(b)
Resignation
of Chief Financial Officer.
On
August
19, 2008, Mr. Charles L. Pope submitted his resignation as Executive Vice
President, Chief Financial Officer and Secretary of the Registrant, effective
as
of September 19, 2008. The resignation of Mr. Pope is unrelated to his work
performed at the Registrant and no issues have been raised regarding the
integrity of the Registrant’s financial statements. A copy of the Registrant’s
press release announcing Mr. Pope’s resignation is attached to this Current
Report as Exhibit 99.1 and incorporated herein by reference.
(c)
Appointment
of Principal Operating Officer
On
August 25, 2008, the Registrant announced the appointment of Mr. Cason, age
53,
as its Executive Vice President and Chief Operations Officer, which appointment
was memorialized by the execution of the Employment Agreement. The information
provided under Item 1.01 above under the section captioned “Employment
Agreement” provides a summary of the material terms of the Employment Agreement
and is incorporated into this Item by this reference.
Mr. Cason
joins the Registrant effective as of August 26, 2008. Mr. Cason has held
a
number of senior Operations roles, including VP and COO at DeMorgan Communities
from 2006 to 2008 and Operations Director at Honeywell Aerospace, Sarasota,
FL
from 2003 to 2006. He was a director of planning and product management for
Baker Electronics from 1999 to 2003. He has earned several degrees from Virginia
Tech, including an MBA in 1981, an MS in Resource Planning in 1980 and a
BS in
1977.
Mr. Cason
does not hold any directorships with reporting companies in the United States.
There are no family relationships between Mr. Cason and the directors, executive
officers, or persons nominated or chosen by the Registrant to become directors
or executive officers. During the last two years, there have been no
transactions, or proposed transactions, to which the Registrant was or is
to be
a party, in which Mr. Cason (or any member of his immediate family) had or
is to
have a direct or indirect material interest.
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Item 9.10
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Financial
Statements and Exhibits
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10.1
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Employment
Agreement, dated August 25, 2008, effective as of August 26, 2008,
between
the Registrant and Thomas Cason.
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99.1
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Press
Release of Aerosonic Corporation, dated August 25, 2008, reporting
the
resignation of Charles L. Pope, its Executive Vice President, Chief
Financial Officer and Secretary, and the appointment of Thomas W.
Cason as
Executive Vice President and Chief Operations Officer of the
Registrant.
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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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AEROSONIC
CORPORATION |
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Dated:
August 25, 2008 |
By: |
/s/
Douglas J. Hillman |
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Douglas
J. Hillman
President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
-
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Description
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10.1
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Employment
Agreement, dated August 25, 2008, effective as of August 26, 2008,
between
the Registrant and Thomas Cason.
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99.1
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Press
Release of Aerosonic Corporation, dated August 25, 2008, reporting
the
resignation of Charles L. Pope, its Executive Vice President, Chief
Financial Officer and Secretary, and the appointment of Thomas
W. Cason as
Executive Vice President and Chief Operations Officer of the
Registrant.
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