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): August 21, 2012
BOLT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
| Connecticut | | 001-12075 | | 06-0773922 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| Four Duke Place, Norwalk, Connecticut | 06854 |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code | (203) 853-0700 |
| 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 (see General Instruction A.2. below):
¨ Written communication 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))
Section 2—Financial Information
| Item 2.02. | Results of Operations and Financial Condition. |
On August 21, 2012, Bolt Technology Corporation (the “Company”) issued a press release announcing the Company’s results of operations for the fourth quarter and the fiscal year ended June 30, 2012. A copy of this press release is furnished with this report as Exhibit 99.1 and shall be deemed provided under this Item 2.02 of Form 8-K.
The information in this Item 2.02, including the portion of the exhibit attached hereto relating to the Company’s results of operations for the fourth quarter and the fiscal year ended June 30, 2012, is being furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, it shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Section 5—Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Discretionary Cash Bonus Awards and Awards of Restricted Stock
On August 21, 2012, the Executive Compensation and Stock Option Committees of the Board of Directors of the Companyapproveddiscretionary cash bonus awards and awards of restricted stock under the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”)in respect of the fiscal year ended June 30, 2012,to the named executive officers identified in the Company’s proxy statement dated October 25, 2011 (the “Named Executive Officers”). The discretionary cash bonus awards and restricted stock grants to the Named Executive Officers were as follows: Mr. Raymond M. Soto, Chief Executive Officer, was awarded a discretionary cash bonus of $225,000 and 12,500 shares of restricted stock; Mr. Michael C. Hedger, President and Chief Operating Officer, was awarded a discretionary cash bonus of $227,000 and 12,500 shares of restricted stock; Mr. Joseph Espeso, Senior Vice President – Finance and Chief Financial Officer, and Mr. Joseph Mayerick Jr., Senior Vice President – Marketing, were each awarded a discretionary cash bonus of $75,000; and Mr. William C. Andrews, Vice President—Administration and Compliance, was awarded a discretionary cash bonus of $40,000 and 2,000 shares of restricted stock. The shares of restricted stock are subject to a risk of forfeiture that is scheduled to lapse, subject to the provisions of the Plan and the applicable award agreement, in five equal annual installments commencing on August 21, 2013, and ending on August 21, 2017. If Mr. Soto’s employment terminates before August 21, 2017 due to his retirement, death or disability, the risk of forfeiture with respect to any such restricted stock held by Mr. Soto will lapse on the date of his retirement, or the date his employment terminates as a result of his death or disability. If Mr. Hedger’s employment terminates before August 21, 2017 due to his death or disability, the risk of forfeiture with respect to any such restricted stock held by Mr. Hedger will lapse on the date his employment terminates as a result of his death or disability.
Section 8 —Other Events
On August 21, 2012, the Company issued a press release announcing that the Board of Directors of the Company approved a quarterly dividend of $0.07 per common share to be paid on October 4, 2012 to stockholders of record on September 6, 2012. Future quarterly dividends will be subject to Board approval. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9—Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.The portion of the following exhibit relating to the Company’s results of operations for the fourth quarter and the fiscal year ended June 30, 2012 is furnished pursuant to Item 2.02.
| Exhibit No | | Description |
| | | |
| 99.1 | | Press Release issued August 21, 2012. |
| | | |
SIGNATURE
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.
| | BOLT TECHNOLOGY CORPORATION |
| | |
| | By: | /s/ Raymond M. Soto |
| | | Raymond M. Soto |
| | | (Chairman of the Board and |
| | | Chief Executive Officer) |
| | |
| Dated: August 22, 2012 | |
Exhibit Index
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press release issued August 21, 2012. |
