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: May 24, 2006
(Date of earliest event reported)
Nu Horizons Electronics Corp.
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(Exact name of registrant as specified in its charter)
Delaware 001-08798 11-2621097
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
70 Maxess Road, Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
(631) 396-5000
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report)
Item 1.01 Entry into a Material Definitive Employment Agreement
On May 24, 2006, Nu Horizons Electronics Corp. (the "Company") entered into
an employment agreement (the "Employment Agreement") with Paul Durando, who is
currently serving as a director of the Company and as its Chief Financial
Officer. As previously reported in the Company's Form 8-K dated May 5, 2006, Mr.
Durando is retiring as an executive officer of the Company effective July 15,
2006. Pursuant to the Employment Agreement, commencing July 15, 2006 Mr. Durando
will be employed as a non-executive Vice President of the Company and will
receive an annual base salary of $83,500.
The term of the Employment Agreement commences July 15, 2006, the date on
which Mr. Durando will cease serving as an executive officer of the Company, and
continues for three years, unless sooner terminated as provided in the
Employment Agreement. Upon a termination of Mr. Durando's employment without
Cause (as defined in the Employment Agreement), the Company will be required to
continue to pay Mr. Durando an amount equal to his current base salary through
the remainder of the term of the Employment Agreement. In the case of a
termination with Cause, the Company shall have no further obligations to Mr.
Durando other than for accrued obligations, if any, as described in the
Employment Agreement. Upon termination for death or Disability (as defined in
the Employment Agreement), the Company shall pay to Mr. Durando his base salary
for a two-year period or, if less, the balance of the term of the Employment
Agreement. Except for Mr. Durando's current employment and service as a director
and in respect of the Employment Agreement, there is no material relationship
between the Company or its affiliates and Mr. Durando.
Additionally, on May 25, 2006, in connection with the employment of Kurt
Freudenberg as an officer effective June 5, 2006 and as the Company's Chief
Financial Officer effective July 15, 2006 (as previously reported in the
Company's Form 8-K dated May 5, 2006), the Company and Mr. Freudenberg entered
into an agreement (the "Agreement") which provides that in the event of the
termination of his employment at any time within six months following a "change
in control" of the Company (as defined in the Agreement), Mr. Freudenberg will
receive a lump sum equal to the amount of his base salary in effect at the time
of such event, plus a pro-rata portion of his annual bonus, based on the bonus
paid to him for the immediately preceding fiscal year. Except for Mr.
Freudenberg's employment with the Company and in respect of the foregoing
Agreement, there is no material relationship between the Company or its
affiliates and Mr. Freudenberg.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Employment Agreement between Nu Horizons Electronics Corp and Paul Durando
dated May 24, 2006
10.2 Employment Agreement between Nu Horizons Electronics Corp. and Kurt
Freudenberg dated as of May 15, 2006
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SIGNATURE
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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.
Nu Horizons Electronics Corp.
By: /s/Richard Schuster
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Richard Schuster
President
Date: May 25, 2006
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