UNITED STATES
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): September 4, 2009
API NANOTRONICS CORP.
(Exact Name of registrant as specified in its charter)
Commission File Number: 000-29429
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| DE | | 98-0200798 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
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| 2300 Yonge Street, Suite 1710, Toronto, Ontario, Canada | | M4P 1E4 |
| (Address of principal executive offices) | | (zip code) |
(416) 593-6543
(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:
| ¨ | 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)) |
Items to be Included in this Report
| Item 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 4, 2009, the board of directors of API Nanotronics Corp. (the “Company”) elected Bernard Kraft to be an additional director of the Company. Also at that time, the Company’s board of directors elected Mr. Kraft to serve as a member of the Audit Committee, as chairman, and as a member of the Compensation Committee.
In connection with the election on September 4, 2009 to the board of directors of the Company, the Company agreed to pay Mr. Kraft $10,000 a year, payable quarterly, to serve as director of the Company. Additionally, the board of directors agreed to pay Mr. Kraft $15,000 per year to serve as the Chairman of the Audit Committee of the Company. Such additional sum is also payable quarterly.
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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 hereunto duly authorized.
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| Date: September 4, 2009 | | API NANOTRONICS CORP. |
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| | By: | | /s/ Claudio Mannarino |
| | | | Claudio Mannarino |
| | | | Chief Financial Officer and Vice President of Finance |
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