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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) July 16, 2007
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Exact Name of the Registrant as Specified in Charter)
Nevada 000-51859 98-0372780
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1077 Business Center Circle, Newbury Park, California 91320
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (805) 480-1994
Not Applicable.
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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
(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))
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ITEMS 1.01 AND 5.02 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND DEPARTURE OF
PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER AND
DIRECTOR.
APPOINTMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER AND DIRECTOR
On July 16, 2007 (the "Effective Date"), the board of directors of Electronic
Sensor Technology, Inc. (the "Registrant") appointed Barry S. Howe, currently
serving as Chief Operating Officer of the Registrant, to become President and
Chief Executive Officer of the Registrant, effective as of the Effective Date.
In connection with this appointment, Mr. Howe's annual salary will be increased
from $150,000 to $185,000. In addition, the board of directors approved the
expansion of the board of directors from seven directors to eight directors and
appointed Mr. Howe as a director to fill the vacancy. Mr. Howe has served as
Chief Operating Officer of the Registrant since April 11, 2007. Prior to joining
the Registrant, Mr. Howe held various executive positions at Thermo Electron
Corporation (now Thermo Fisher Scientific), including President and Chief
Executive Officer of Thermo Electron subsidiaries. Thermo Fisher Scientific is a
leading supplier of analytical instruments, equipment, and supplies to
laboratories and process industries. From 2002 to 2004, Mr. Howe served as
Corporate Vice President and President of the Measurement and Control Sector.
Since 2006, Mr. Howe has also served on the Board of Directors and as Chairman
of the Audit Committee of Glenrose Instruments Inc. Mr. Howe received a B.S. in
Business Administration from Boston University.
Mr. Howe does not have any family relationship with any other executive officer
or director of the Registrant. Mr. Howe has not been a party to or had a direct
or indirect material interest in any transaction, proposed transaction or series
of transactions in which the Registrant was, is to be or was to have been a
party during the past two years involving an amount in excess of $120,000.
GRANT OF STOCK OPTIONS
On the Effective Date, Mr. Howe was granted an option to acquire 1,000,000
shares of common stock of the Registrant, par value $0.001 per share, at an
exercise price of $0.20 per share (which is the average of the quoted closing
price of the Registrant's common stock over the five trading days ending on the
Effective Date), under the Registrant's 2005 Stock Incentive Plan. The option
shares will vest as follows: 100,000 were fully vested upon grant, 225,000 will
vest on April 11, 2008, 225,000 will vest on April 11, 2009, 225,000 will vest
on April 11, 2010 and 225,000 will vest on April 11, 2011. The option grant was
evidenced by a Notice of Grant of Stock Option and Option Agreement
substantially in the form attached as Exhibit 10.2 to the annual report of the
Registrant on Form 10-KSB for the fiscal year ended December 31, 2004 filed with
the Commission on April 15, 2005.
RETIREMENT OF PRINCIPAL OFFICER
On the Effective Date, Teong C. Lim announced his retirement as President and
Chief Executive Officer to the board of directors of the Registrant, which was
effective as of the Effective Date. Dr. Lim continues to serve on the board of
directors and will continue to serve as a consultant to the Registrant for a
term of six months. On the Effective Date, Dr. Lim and the Registrant entered
into a letter agreement, attached hereto as Exhibit 10.1 and incorporated herein
by reference, regarding the Registrant's engagement of Dr. Lim through January
16, 2008 for a monthly retainer fee of $13,437.
A copy of the press release issued on July 18, 2007 announcing Dr. Lim's
retirement and Mr. Howe's appointment as President and Chief Executive Officer
and a director of the Registrant is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits.
Exhibit No. Description
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10.1 Letter agreement dated July 17, 2007 between the Registrant
and Teong C. Lim.
99.1 Press Release dated July 18, 2007.
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.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: July 18, 2007 By: /s/ Philip Yee
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Name: Philip Yee
Title: Secretary, Treasurer and
Chief Financial Officer