SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
October 24, 2005
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
1-10655 23-1714256
(Commission File Number) (IRS Employer Identification Number)
County Line Industrial Park
Southampton, Pennsylvania 18966
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 355-9100
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):
[ ] 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-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 24, 2005, Environmental Tectonics Corporation (the "Company")
entered into a Service Contract (the "Service Contract") with Sonny Callahan and
Associates LLC (the "Consultant") whereby the Consultant agreed to act as an
advisor and strategist, assisting the Company in seeking federal support for
certain of its aircrew training systems. In exchange for its services under the
Service Contract, the Consultant shall receive monthly payments of the common
stock of the Company (the "Equity Payment") in addition to cash consideration.
The Equity Payment consists of shares of common stock of the Company valued, in
the aggregate, at $9,000 as calculated each month by averaging the value of the
Company's common stock on the American Stock Exchange for the last five trading
days of the preceding month. In January 2006, the Company's Board of Directors
ratified the Service Contract and reserved 100,000 shares of the Company's
common stock for issuance to the Consultant under the Service Contract. The
Service Contract is effective for the period beginning on August 1, 2005 and
ending on July 31, 2007.
The Company intends to register with the Securities and Exchange
Commission the shares of the Company's common stock issuable pursuant to the
Service Contract by filing a Registration Statement on Form S-8 with the
Securities and Exchange Commission.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Service Contract, dated October 24, 2005, by and between
Sonny Callahan & Associates LLC and the Company.
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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.
ENVIRONMENTAL TECTONICS CORPORATION
Registrant
Date: January 26, 2006 By /s/ Duane D. Deaner
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Duane D. Deaner
Chief Financial Officer
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Exhibit Index
10.1 Service Contract, dated October 24, 2005, by and between Sonny Callahan &
Associates LLC and the Company.
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