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): September 20, 2006
Modtech Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 000-25161 | 33-0825386 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
2830 Barrett Avenue, Perris, CA | 92571 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(951) 943-4014
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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)) |
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On September 20, 2006, Modtech Holdings, Inc. (the “Company”) entered into an employment agreement with Dennis L. Shogren, effective June 13, 2006, pursuant to which Mr. Shogren will continue to serve as President and Chief Executive Officer. The Agreement expires on December 31, 2007, but automatically renews for successive one-year terms, subject to earlier termination as provided for in the Agreement. The agreement provides for an annual base salary of not less than $345,000 and participation in any bonus plan maintained by the Company for senior executives. In addition, the Agreement provides for the grant of restricted Common Stock of the Company, of which 65,144 shares will vest on July 1, 2008, 68,876 shares will vest on July 1, 2009, and 71,098 shares will vest on July 1, 2010, subject to Mr. Shogren’s continued employment on those dates.
The Agreement provides that if (i) the Company terminates Executive’s employment without cause, as defined therein, or (ii) the Company declines to renew the Agreement at the expiration of the term or any one year renewal thereof, or (iii) within one year following a change of control, as defined, Mr. Shogren terminates his employment due to a significant reduction in duties, responsibilities and position, Mr. Shogren will be entitled to a lump sum severance payment equal to 12 months base salary, a pro-rated earned bonus, and benefits (including health, life, disability and pension) as if Mr. Shogren were still an employee during the twelve month period following termination. In addition, if Mr. Shogren’s employment is terminated within 12 months following a change of control, 100% of his granted but unvested stock options and restricted stock shall immediately vest. The agreement defines a change of control as having taken place (i) if any person or entity or group of affiliated persons or entities acquires ownership of more than 50% of the Company’s outstanding common stock, and (ii) as a result of such acquisition or in connection with certain types of transactions not unanimously approved by the Board of Directors, including a merger or sale of substantially all of the Company’s assets, the persons who were directors of the Company immediately before the acquisition cease to constitute three-fourths of the membership of the board of directors of the Company or its successor prior to the earlier of the first anniversary of the transaction or the next meeting of stockholders to elect directors, except to the extent any new directors during such period were elected or nominated by at least three-fourths of such persons or by new directors so elected or nominated. The agreement also contains non-solicitation provisions that extend for 24 months after termination of employment for any reason and confidentiality provisions, which have no time limit.
ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
10.1 Employment Agreement between the Company and Dennis L. Shogren
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.
Date: September 22, 2006
Modtech Holdings, Inc. | |||
by: | /s/ Kenneth S. Cragun | ||
Kenneth S. Cragun | |||
Chief Financial Officer |