UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): FEBRUARY 18, 2005
BTU INTERNATIONAL, INC.
(Exact name of registrant as specified in its chapter)
DELAWARE 04-2781248
(State or other jurisdiction 0-17297 (IRS Employer
of incorporation) (Commission File Number) Identification No.)
23 ESQUIRE ROAD, N. BILLERICA, MASSACHUSETTS 01862
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 667-4111
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
220.425)
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
EMPLOYMENT AGREEMENT
BTU International, Inc. (the "Company") and Paul J. van der Wansem entered into
an Employment Agreement (the "Agreement"), dated February 18, 2005. Mr. van der
Wansem is the Chairman of the Board of Directors and the Chief Executive Officer
of the Company. The Agreement was approved by the Company's Compensation
Committee on February 18, 2005 and was effective as of October 1, 2004.
The following is a brief description of the material terms and conditions of the
Agreement:
o Subject to earlier termination provisions, the term of employment is
indefinite, and is effective as of October 1, 2004.
o Mr. van der Wansem receives a salary at the annual rate of $276,000,
payable in regular payroll practices of the Company. He is also
generally entitled to participate in any and all benefit plans from
time to time in effect for Company executives.
o The amount of bonus compensation for which Mr. van der Wansem is
eligible in each fiscal year ranges from 0 to 70% calculated on the
basis of $350,000 of annual income and will be 35% of that amount if
the Board determines that the Company has achieved all of its
performance targets.
o If Mr. van der Wansem's employment is terminated in the event of death
or disability or if he terminates his employment with the Company for
other than Good Reason, then the Company will pay to him: (i) base
salary through the termination date, (ii) vacation earned but not
used, (iii) any bonus for the preceding year to the extent earned but
not yet paid, (iv) if he has worked at least 90 days during the fiscal
year, a pro-rated portion of the current year's bonus, and (v)
business expenses incurred but not yet paid.
o If Mr. van der Wansem is terminated by the Company for Cause (as such
term is defined in the Agreement), then the Company will pay to him:
(i) base salary through the termination date, (ii) vacation earned but
not used, (iii) any bonus for the preceding year to the extent earned
but not yet paid and (iv) business expenses incurred but not yet paid.
o If Mr. van der Wansem is terminated by the Company for reasons other
than for Cause, or if he terminates his employment with the Company
for Good Reason (as such term is defined in the Agreement), then the
Company will pay to him: (i) base salary through the termination date,
(ii) vacation earned but not used, (iii) any bonus for the preceding
year to the extent earned but not yet paid, (iv) business expenses
incurred but not yet paid, and (v) an amount equal to his base salary,
at his then current rate of pay, for a period equal to twelve months.
o If there occurs a change of control (as defined in the Agreement) and
if Mr. van der Wansem's employment is terminated other than for Cause,
the Company will pay him the amounts in the preceding bullet (except
that the twelve months' base salary will be in a lump-sum payment),
and the Company will accelerate the exercisability of any options he
holds and cancel any restrictions on any restricted stock that he
holds.
o Mr. van der Wansem has agreed to confidentiality provisions and to a
one-year post-termination non-competition agreement. In addition, Mr.
van der Wansem and the Company have agreed that the Company will cease
making consulting payments to him
under his Retirement Agreement but that upon his termination of
employment the Company will make a lump-sum payment to him equal to
the payments foregone. If his employment terminates before the end of
the consulting period, the consulting period will resume on that date.
In all other respects, the Retirement Agreement remains in full force
and effect.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 30, 2004, Paul van der Wansem was appointed as a principal officer
of the Company. In connection with this appointment, a Form 8-K was filed on
October 6, 2004. The information required by Item 5.02(c)(3) of Form 8-K was not
determined as of the October 6, 2004 filing date. On February 18, 2005, the
Company entered into an Employment Agreement with Mr. van der Wansem. A brief
description of the material terms and conditions of the Employment Agreement are
listed above under Item 1.01.
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.
BTU INTERNATIONAL, INC.
(Registrant)
Date: March 2, 2005 By: /s/ THOMAS P. KEALY
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Name: Thomas P. Kealy
Title: Vice President, Corporate
Controller and Chief Accounting Officer