SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 12, 2006
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GREENMAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13776 71-0724248
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7 Kimball Lane
Building A
Lynnfield, MA 01940
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(Address of principal executive offices, including zip code)
(781) 224-2411
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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)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On April 12, 2006, the Registrant's Board of Directors named Lyle E.
Jensen as the Registrant's President and Chief Executive Officer. Mr. Jensen
succeeds Robert H. Davis, who resigned those positions, and resigned as a member
of the Registrant's Board of Directors, on the same day.
Mr. Jensen has been a member of the Registrant's Board of Directors since
May 2002, and served as the Chair of the Board's Audit Committee and as member
of the Board's Compensation Committee. Prior to his appointment as President and
Chief Executive Officer, Mr. Jensen had been the Executive Vice President/Chief
Operations Officer of Auto Life Acquisition Corporation, an automotive
aftermarket leader of fluid maintenance equipment. Prior to that he was a
Business Development and Operations Consultant after holding roles as Chief
Executive Officer and minority owner of Comtel and Corlund Electronics, Inc. He
served as President of Dynaco Corporation from 1988 to 1997, General Manager of
Interconics from 1984 to 1988 and various financial and general management roles
within Rockwell International from 1973 to 1984. Mr. Jensen will remain a member
of the Board of Directors, but will no longer serve on these committees.
Nicholas DeBenedictis, an outside Director will serve as the Registrant's
interim Audit Committee Chair.
On April 12, 2006, the Registrant entered into a five-year employment
agreement with Mr. Jensen pursuant to which Mr. Jensen will receive a base
salary of $195,000 per year. The agreement automatically renews for one
additional year upon each anniversary, unless notice of non-renewal is given by
either party. The Registrant may terminate the agreement without cause on 30
days' prior notice. The agreement provides for payment of twelve months' salary
and certain benefits as a severance payment for termination without cause. Any
increases in Mr. Jensen's base salary will be made in the discretion of the
Board of Directors upon the recommendation of the Compensation Committee. The
agreement also provides for Mr. Jensen to be eligible to receive incentive
compensation based on (i) non-financial criteria which may be established by the
Board of Directors and (ii) upon a calculation of the Registrant's annual
audited earnings before interest, taxes, depreciation and amortization
("EBITDA") as a percentage of the Registrant's revenue, as follows:
EBITDA as
% of Revenue Performance Incentive
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Base: 10.0 % or Less None
Level I: 10.1% - 12.0% 10% of EBITDA dollars above Base
Level II: 12.1% - 15.0% 12% of EBITDA dollars above Base
Level III: > 15.0% 15% of EBITDA dollars above Base
Mr. Jensen will receive a relocation allowance of up to $25,000 and a car
allowance of $600 per month.
Mr. Jensen has been granted a qualified option under the Registrant's 2005
Stock Option Plan to purchase 500,000 shares of the Registrant's common stock,
par value $.01 per share, with an exercise price of $.28 per share. The options
vest equally over a five year period from date of grant. In addition, Mr. Jensen
will be eligible to be awarded qualified options to purchase up to 100,000
additional shares of common stock annually, with the actual amounts contingent
on achieving certain levels of EBITDA performance. The right to exercise all
options will accelerate in full immediately prior to any transaction or series
of sequenced events in which all or substantially all of the Registrant's assets
or common stock are sold to or merged with a third party or third parties.
In addition, upon signing of his employment agreement, Mr. Jensen agreed to
purchase from the Registrant, 500,000 unregistered shares of the Registrant's
common stock at a price equal to the closing bid price of the common stock on
the date the agreement was executed.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits
Exhibit 10.1 Employment Agreement dated April 12, 2006, between the
Registrant and Lyle E. Jensen
Exhibit 99.1 Press release of the Registrant dated April 17, 2006
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 hereunto duly authorized.
GREENMAN TECHNOLOGIES, INC.
By: /s/ Charles E. Coppa
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Charles E. Coppa
Chief Financial Officer
Date: April 12, 2006