P10 Industries, Inc. 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 13, 2012
Active Power, Inc.
(Exact name of registrant as specified in its charter)
2128 W. Braker Lane, BK12
Austin, Texas 78758
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, 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:
Resignation of John K. Penver.
On June 13, 2012, John K. Penver delivered his resignation from his role as Vice President of Finance, Chief Financial Officer and Secretary of Active Power, Inc. (the “Company”) to be effective as of October 31, 2012.
In connection with Mr. Penver’s resignation, the Company entered into a Transition Agreement and Release with Mr. Penver, dated June 13, 2012 (the “Agreement”), which, among other things, provides the following:
During the Transition Period, Mr. Penver will continue to serve as the Company’s chief accounting officer, until the Company names a new permanent Chief Financial Officer.
The Transition Agreement further provides that at the end of the Transition Period, Mr. Penver will be entitled to the following additional severance benefits, as provided in the Severance Benefits Agreement dated April 14, 2010 by and between the Company and Mr. Penver:
The foregoing is subject to (i) a release of the Company by Mr. Penver for all claims (other than for payment of the foregoing), (ii) Mr. Penver’s compliance with non-competition and non-solicitation covenants for nine (9) months post-termination and continued observance of his obligations to the Company under his current proprietary information and nondisclosure agreement, and (iii) Mr. Penver’s compliance with customary non-disparagement covenants. The foregoing is a summary of the Agreement and does not purport to be complete.
The information set forth above under Item 5.02(b) is hereby incorporated by reference into this Item 5.02(e).
On June 14, 2012, the Company issued a press release announcing the management changes set forth in Item 5.02 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.