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): DECEMBER 16, 2005
SUPERCONDUCTIVE COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-31641 31-1210318
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Board of Directors of Superconductive Components, Inc. (the
"Company") approved the grant of options to purchase shares of the Company's
common stock to Walter J. Doyle, Edward W. Ungar, Robert J. Baker, Jr., Robert
H. Peitz and Curtis A. Loveland (the "Optionees") effective December 16, 2005.
Messrs. Doyle, Ungar, Baker and Peitz serve as outside directors of the Company,
and Mr. Loveland serves as the Company's Secretary.
The Board of Directors granted each of the Optionees options to
purchase 10,000 shares of the Company's common stock in accordance with the
provisions of the Company's Fourth Amended and Restated 1995 Stock Option Plan.
In connection with the option grant, the Company entered into substantially
identical Non-Statutory Stock Option Agreements with each of the Optionees.
Pursuant to the terms of the Non-Statutory Stock Option Agreements, the options
have an exercise price of $4.00 per share, the closing price of the Company's
common stock as reported on the Over-The-Counter Bulletin Board on December 16,
2005. The options vested immediately upon grant, but the Optionees may not
exercise the options prior to December 16, 2006. After December 16, 2006, the
Optionees may exercise the options from time to time, in full or in part, until
the options have been exercised as to all shares subject thereto, or December
16, 2015, which ever occurs first.
A copy of the form of Non-Statutory Stock Option Agreement applicable
to each Optionee is attached hereto as Exhibit 10.1, and incorporated herein by
reference. A copy of the Company's Fourth Amended and Restated 1995 Stock Option
Plan was previously filed with the Securities and Exchange Commission as Exhibit
4(a) to the Company's Registration Statement on Form S-8 (File no. 333-97583),
on August 2, 2002.
In addition to granting options to the Optionees, the Board of
Directors has also approved the acceleration of vesting of all unvested stock
options previously awarded under the Company's Fourth Amended and Restated 1995
Stock Option Plan. This acceleration is effective as of December 16, 2005, and
represents options exercisable for a total of 149,500 shares of the Company's
common stock, including a total of 48,000 shares of the Company's common stock
underlying options held by Mr. Daniel Rooney, the Company's only "named
executive officer" as identified in the Company's most recent Proxy Statement,
dated May 2, 2005. All other terms and conditions applicable to outstanding
stock option grants remain unchanged and in effect.
The Board of Directors believes that it is in the best interests of the
shareholders to accelerate theses options, as it will have a positive effect on
future earnings of the Company by reducing the impact of recording compensation
expense upon the implementation of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123R").
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The Board of Directors' decision to accelerate the vesting of these
options was in anticipation of compensation expense to be recorded upon the
implementation of SFAS 123R. SFAS 123R will require that compensation costs
related to share based payment transactions, including the issuance of stock
options, be recognized in the Company's financial statements based on their fair
value at grant date. The Company must adopt the revised standard in the first
quarter of 2006.
As a result of this acceleration, the Company expects to reduce the
stock option expense it otherwise would be required to record in connection with
the accelerated options by an estimated $122,500 over the original option
period. The Company will incur a non-cash expense of approximately $27,215 in
connection with the acceleration. The Company will report the impact of the
acceleration as a fourth quarter event.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit Description
10.1 Form of Non-Statutory Stock Option Agreement Under the
Superconductive Components, Inc. Fourth Amended and
Restated 1995 Stock Option Plan.
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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.
SUPERCONDUCTIVE COMPONENTS, INC.
Date: December 22, 2005 By: /s/ Daniel Rooney
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Daniel Rooney
President and Chief Executive Officer
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