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): | | April 19, 2012 |
Cyalume Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-52247 | | 20-3200738 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
| 96 Windsor Street, West Springfield, Massachusetts | | | | 01089 |
| (Address of principal executive offices) | | | | (Zip Code) |
| Registrant’s telephone number, including area code: | | (413) 858-2500 |
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2012, Cyalume Technologies, Inc. (“CTI”), a wholly owned subsidiary of Cyalume Technologies Holdings, Inc. (the “Company”) and Michael Bielonko, the Chief Financial Officer of CTI, amended Mr. Bielonko’s employment agreement that was originally entered into on May 15, 2009 and expires on May 15, 2012. The significant changes in the employment agreement as a result of this amendment are as follows:
| · | Mr. Bielonko’s annual potential cash bonus has been reduced from 40% to 25% of his annual base salary. That bonus is now solely based on the Company’s achievement of certain revenue and EBITDA targets. Previously, 50% of Mr. Bielonko’s cash bonus was based on the achievement of certain Company revenue and EBITDA targets with the remaining 50% based on the achievement of specific objectives. |
| · | Mr. Bielonko’s potential annual equity-based bonus has been reduced from 50% to 25% of his annual base salary. That bonus is now solely based on the Company’s achievement of certain revenue and EBITDA targets. Previously, 50% of Mr. Bielonko’s equity-based bonus was based on the achievement of certain Company revenue and EBITDA targets with the remaining 50% based on the achievement of specific objectives. |
| · | Mr. Bielonko’s severance in the event of termination has been reduced to six months’ of annual base salary. |
| · | The expiration date of the employment agreement has been extended to April 19, 2015. |
The full text of the April 19, 2012 amendment to Mr. Bielonko’s employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Effective April 30, 2012, Monte L. Pickens, will resign from his position of Executive Vice President of CTI pursuant to a Separation and Release Agreement (“SPA”) between Mr. Pickens and CTI. According to the SPA, Mr. Pickens will continue to receive his base salary of $212,000 per year through April 30, 2013.The full text of the SPA is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Effective May 1, 2012, CTI entered into a renewable, one-year consulting agreement with Mr. Pickens under which Mr. Pickens will provide certain consulting services to CTI’s Chief Executive Officer for $4,000 per month. The consulting agreement also clarifies that Mr. Pickens is still eligible to receive retain restricted stock and option awards granted to him in 2011 and 2010.The full text of the consulting agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
| Exhibit No. | | Description |
| 10.1 | | Amended and Restated Employment Agreement of Michael Bielonko, Chief Financial Officer, Cyalume Technologies, Inc. |
| 10.2 | | Separation and Release Agreement (“SPA”) between Monte L. Pickens andCyalume Technologies, Inc. |
| 10.3 | | Consulting Agreement between Monte L. Pickens and Cyalume Technologies, Inc. |
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.
| | | Cyalume Technologies Holdings, Inc. |
| | | | | |
| April 25, 2012 | | By: | | /s/ Michael Bielonko |
| | | | | Name: Michael Bielonko |
| | | | | Title: Chief Financial Officer |
Exhibit Index
| Exhibit No. | | Description |
| 10.1 | | Amended and Restated Employment Agreement of Michael Bielonko, Chief Financial Officer, Cyalume Technologies, Inc. |
| 10.2 | | Separation and Release Agreement (“SPA”) between Monte L. Pickens andCyalume Technologies, Inc. |
| 10.3 | | Consulting Agreement between Monte L. Pickens and Cyalume Technologies, Inc. |
