Unassociated Document
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) March 28,
2009
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APPLIED
ENERGETICS, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3590
East Columbia Street, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(520)
628-7415
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
The
Registrant entered into the Separation Agreement (defined below) with Dana A.
Marshall, its former President, Chief Executive Officer and Chairman, as
described below.
The
Company entered into the Consulting Agreement (defined below) with Stephen
McCahon, its former Executive Vice President, as described below.
Item
1.02. Termination of a Material Definitive
Agreement
On March
31, 2009, pursuant to the Separation Agreement, the Registrant’s employment
agreement with Dana A. Marshall dated August 18, 2006, as amended, was
terminated, except as to Section 7 (Confidentiality; Noncompetition;
Nonsolicitation; Nondisparagement) and 8 (Executive’s Cooperation).
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(b) On
March 28, 2009, James A. McDivitt resigned as a director of the
Registrant. At the Registrant’s request, Mr. McDivitt entered into a
consulting agreement with the Registrant pursuant to which Mr. McDivitt will
provide certain consulting services to the Registrant for a period of up to one
year
On March 31, 2009, the Registrant and
Dana A. Marshall entered into a separation agreement (the “Separation
Agreement”) pursuant to which Mr. Marshall no longer serves as director,
President, Chief Executive Officer or Chairman of the Board of the
Registrant. Pursuant to the terms of the Separation Agreement, Mr. Marshall
will receive (i) a $135,000 lump sum payment and (ii) twelve (12) monthly
payments of $29,167. In addition, the Registrant agreed to accelerate
the vesting of 137,500 unvested shares of restricted stock and unvested options
to purchase 800,000 shares of common stock.
On March 31, 2009, Stephen McCahon
resigned as Executive Vice President of the Registrant and entered into a
consulting agreement (the “Consulting Agreement”) with the Registrant pursuant
to which he agreed to provide business and technical services to the Registrant
for an initial term of twelve months for a fee of $18,750 per
month.
Item
5.03. Amendments to Articles of Incorporation or By-laws; Change in
Fiscal Year.
(a) On
April 2, 2009, the Registrant amended its Amended and Restated By-laws to
designate the powers of the Chairman of the Board by adding the following
paragraph as Article IV Section 6 of the By-laws:
“The
Board is empowered to appoint a Chairman of the Board of
Directors. The Chairman shall act as chairman of all meetings of the
Board of Directors and at all special and annual meetings of stockholders, and
shall have control over the agenda of such meetings, all in accordance with the
provisions of these By-laws and the Certificate of Incorporation. The
Chairman shall perform such other duties as may from time to time be assigned to
him by the Board.”
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibit
3.1 Amendment to Amended and Restated By-laws.
Exhibit 99.1 Press Release dated April
1, 2009.
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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 thereunto duly
authorized.
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APPLIED
ENERGETICS, INC.
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(Registrant)
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By:
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/s/ Kenneth
Wallace
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Kenneth
Wallace
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Chief
Financial Officer
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Date: April
1, 2009