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): October 27, 2008
Katy Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-05558 | 75-1277589 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
305 Rock Industrial Park Drive
Bridgeton, Missouri 63044
(Address of principal executive offices) (Zip Code)
(314) 656-4321
(Registrant’s telephone number, including area code)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers |
On October 27, 2008, Katy Industries, Inc. (the “Company”) entered into a letter agreement with James W. Shaffer pursuant to which Mr. Shaffer was appointed Vice President and Chief Financial Officer of the Company, effective immediately. Mr. Shaffer, age 55, was employed by Angelica Corporation for nine years up until August 2008, the last five years as Vice President and Chief Financial Officer.
The Compensation Committee of the Board of Directors of the Company approved a compensation package for Mr. Shaffer that includes a base salary of $230,000 with a target incentive bonus of 50% of his base salary. For 2008 only, the prorated annual bonus (approximately $20,000) of Mr. Shaffer’s target incentive bonus will be guaranteed, based on his employment date. The compensation package includes a grant to Mr. Shaffer of 125,000 options with an exercise price equal to market price on the first day of his employment to purchase common stock of the Company, vesting in three equal annual installments, beginning on the first anniversary of Mr. Shaffer’s employment with the Company.
Mr. Shaffer's compensation package will provide him with severance payments equal to 12 months of his base salary in effect on the date of termination of his employment upon our termination without cause, as defined in the employment offer letter. The employment terms will also include provisions prohibiting Mr. Shaffer from competing with the Company or soliciting its employees for a period of 12 months following the termination of his employment.
On October 27, 2008, the Company entered into a letter agreement with Edward D. Carter pursuant to which Mr. Carter was appointed Vice President, Sales and Marketing of the Company, effective immediately. Mr. Carter replaces Robert A. Gail, who resigned effective October 27, 2008. Mr. Carter, age 44, was General Manager of Airport Lighting Products, a division of Cooper Cruse Hinds Airport Lighting Products, from April 2005 until October 2008. Prior to his position at Airport Lighting Products, Mr. Carter was the Vice President of Sales of Cooper Electronic Technologies from 2003 until 2005.
The Compensation Committee of the Board of Directors of the Company approved a compensation package for Mr. Carter that includes a base salary of $225,000 with a target incentive bonus of 50% of his base salary. For 2008 only, the prorated annual bonus (approximately $20,000) of Mr. Carter’s target incentive bonus will be guaranteed, based on his employment date. The compensation package includes a grant to Mr. Carter of 125,000 options with an exercise price equal to market price on the first day of his employment to purchase common stock of the Company, vesting in three equal annual installments, beginning on the first anniversary of Mr. Carter’s employment with the Company.
Mr. Carter's compensation package will provide him with severance payments equal to 6 months of his base salary in effect on the date of termination of his employment upon our termination without cause, as defined in the employment offer letter. The employment terms will also include provisions prohibiting Mr. Carter from competing with the Company or soliciting its employees for a period of 6 months following the termination of his employment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
| 99.1 | CFO Employment Offer Letter, dated October 27, 2008 |
| 99.2 | Vice President, Sales and Marketing Employment Offer Letter, dated October 27, 2008 |
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.
KATY INDUSTRIES, INC.
(Registrant)
By: /s/ David J. Feldman
David J. Feldman
Chief Executive Officer
Date: October 27, 2008
Exhibits
Exhibit No. Description
| 99.1 | CFO Employment Offer Letter, dated October 27, 2008 |
99.2 Vice President, Sales and Marketing Employment Offer Letter, dated October 27, 2008
