Unassociated Document
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) August
18, 2006
IONATRON,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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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3716
East Columbia,
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
(
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 (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.
Item
3.02. Unregistered Sales of Equity Securities.
Mr.
Marshall is also entitled to customary benefits, including participation in
employee benefit plans, and reasonable travel and entertainment expenses, as
well as a temporary housing allowance. The employment agreement provides that
if
his employment is terminated without cause, Mr. Marshall will receive an amount
equal to his base salary then in effect for a period of six (6) months plus
the
pro rata portion of any Incentive Bonus earned in any employment year through
the date of his termination. The Company may, terminate the employment agreement
without cause, and Mr. Marshall may terminate the employment agreement, in
each
case, upon thirty (30) days written notice.
Pursuant
to the agreement and as an inducement to his joining the Company, on August
18,
2006, Mr. Marshall was also granted Non-Qualified Stock Options outside of
a stockholder approved plan to purchase 800,000 shares of the Company's common
stock, par value $0.001 per share, with an exercise price equal to $6.30, the
closing sale price of the common stock on August 17, 2006, which was the most
recent sale price prior to the grant. The options become exercisable as to
(i) 200,000 shares on August 18, 2007, (ii) an additional 200,000
shares on August 18, 2008; (iii) an additional 200,000 shares on August 18,
2009 and (iv) the remaining 200,000 shares on August 18, 2010. The options
expire on August 18, 2011, subject to earlier expiration under certain
conditions. The unvested portion of these options will automatically vest upon
a
change in control.
The
options granted to Mr. Marshall were issued in private transactions pursuant
to
exemptions from registration under Section 2(a)(3) or Section 4(2) of the
Securities Act of 1933, as amended.
On
August
18, 2006, the Company’s Board of Directors approved payments to each of James A.
McDivitt and James K. Harlan as director compensation for their respective
service as members of the Board at the rate of $50,000 per year, retroactive
to
January 1, 2006.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
August
18, 2006, the Board of Directors of the Company appointed Dana A. Marshall
as
the Company’s President and Chief Executive Officer and a Class I member of the
Company’s Board of Directors, succeeding Thomas Dearmin, who was elected Vice
Chairman of the Company and will continue to serve as a director of the Company
with special responsibilities for strategic planning.
The
description of Mr. Marshall’s employment agreement contained in Item 1.01 of
this Form 8-K is incorporated by reference into this Item 5.02.
Mr.
Marshall has over 20 years of experience in the laser and optical technologies
in the aerospace and defense industries. Most recently, he served as Vice
President, Optical Systems SBU of Zygo Corporation, a publicly traded company,
from September 2004 through March 2006. From June 2003 through August 2005,
Mr.
Marshall owned and operated Infusafe LLC, a partner in a venture to develop
and
market designs for pharmaceutical packaging, and from June 2001 to September
2003, Mr. Marshall managed his income properties through Cricklewood Realty
LLC.
From 1993 through 2000, Mr. Marshall was Chief Executive Officer, President
and
Chairman of the Board of Cutting Edge Optronics, Inc., a developer and
manufacturer of high power solid state and semiconductor lasers which he founded
in 1993, developed and sold to TRW Incorporated in 2004. Before founding Cutting
Edge Optronics, Mr. Marshall’s career included substantial positions in
strategic planning and program management, at major defense companies, including
serving as Program Manager, Lasers and Electronic Systems Division of McDonnell
Douglas Corporation. Prior to joining McDonnell Douglas, Mr. Marshall began
his
defense industry career in 1982 at General Dynamics Corporation, and rose to
become Manager of Strategic Planning at Corporate Headquarters.
Item
9.02. Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
No. Description
99.1
Draft
of Press Release to be issued by the Company.
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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IONATRON,
INC.
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(Registrant)
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By:
/s/ Kenneth
Wallace
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Kenneth Wallace
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Chief
Operating Officer and Chief Financial
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Officer
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Date:
August 18, 2006