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Analysts International 8-K 2008 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 23, 2008 (January
17,
2008)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
(b)
On January 22, 2008 the Company announced that David J. Steichen, Chief
Financial Officer, will be leaving the Company. Mr. Steichen’s employment will
terminate effective February 19, 2008; however, Mr. Steichen has agreed to
remain with the Company through the Company’s year-end 2007 audit, transition of
his duties and the Company's search for a new CFO. The full text of
the press release issued in connection with the announcement is set forth in
Exhibit 99.1 which is attached to this Current Report and incorporated by
reference as if fully set forth herein.
(c)
On January 22, 2008, the Company announced the election of Joseph T. Dunsmore,
49, to its Board of Directors effective January 17, 2008. In the five years
prior to his appointment, Mr. Dunsmore has served as the CEO of Digi
International, Inc. The full text of the press release issued in connection
with
the announcement is set forth in Exhibit 99.2 which is attached to this Current
Report and incorporated by reference as if fully set forth herein
(e)
In connection with the event disclosed in Item (b) above, the Company entered
into a Severance Agreement and Release of Claims (the “Severance Agreement”)
with Mr. Steichen on January 22, 2008. The Severance Agreement
provides that after termination of Mr. Steichen’s employment, the Company will
pay him: i) a lump sum equal to one year’s salary ($220,000); ii) a
bonus of $25,000 representing a bonus amount Mr. Steichen was eligible to earn
during the fourth quarter of 2007; iii) a bonus of $20,000 if Mr. Steichen
completes transition of his duties by February 19, 2008 to the reasonable
satisfaction of the Company’s CEO, Elmer Baldwin; iv) a bonus of $25,000 in the
event that Mr. Steichen elects to remain with the Company until February 29,
2008 and meets certain performance objectives related to the Company’s Report on
Form 10-K; and v) an additional payment of $27,000. The Severance
Agreement also provides for payment of twelve months of Mr. Steichen’s health,
dental and life insurance coverage premiums after termination, twelve months
of
outplacement services and reimbursement for continuing education
costs. In return, the Severance Agreement grants the Company a
general release of any past claims by Mr. Steichen against the Company,
including but not limited to any discrimination, contractual or other
employment-related claims. The foregoing description of the Severance
Agreement is merely intended to be a summary of the Severance Agreement and
is
qualified in its entirety by reference to the Severance Agreement which is
attached to this Current Report as Exhibit 10.1 and incorporated by reference
as
if fully set forth herein.
2
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
SIGNATURE
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.
3
EXHIBIT
INDEX
4
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