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): JUNE 19, 2006
SUPERCONDUCTIVE COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-31641 31-1210318
- ---------------- --------------------- --------------
(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.
STOCK OPTION GRANT
The Stock Option and Compensation Committee (the "Committee") of the
Board of Directors of Superconductive Components, Inc. (the "Company") has
approved the grant of options to purchase shares of the Company's common stock,
effective June 19, 2006, to the Company's Chief Executive Officer and three
other executive officers of the Company listed below (the "Optionees"):
Name Position Options
---- -------- -------
Daniel Rooney President and Chief Executive Officer 15,000
Michael K. Barna Vice President of Sales and Marketing 10,000
Scott S. Campbell Vice President of Technology 5,000
Gerald S. Blaskie Vice President and Chief Financial Officer 5,000
The Committee granted the options to purchase shares of the Company's
common stock in accordance with the provisions of the Company's 2006 Stock
Incentive Plan. In connection with the option grant, the Company entered into
Incentive Stock Option Agreements with the Optionees. Pursuant to the terms of
the Incentive Stock Option Agreements, the options have an exercise price of
$3.25 per share, the closing price of the Company's common stock as reported on
the OTC Bulletin Board regulated quotation service on June 19, 2006. The options
vest at the rate of 20% per year, beginning on the first anniversary of the date
of grant. After the options have vested, 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 June 19, 2016, which ever occurs first.
A copy of the form of Incentive Stock Option Agreement applicable to
the Optionees is attached hereto as Exhibit 10.1, and incorporated herein by
reference. The Committee has also approved a form of Non-Statutory Stock Option
Agreement for future use in connection with the 2006 Stock Incentive Plan. A
copy of the form of Non-Statutory Stock Option Agreement is attached hereto as
Exhibit 10.2, and incorporated herein by reference. A copy of the Company's 2006
Stock Incentive Plan was previously filed with the Securities and Exchange
Commission on May 1, 2006, as Appendix A to the Company's Definitive Proxy
Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006.
CASH BONUS PLAN
The Committee also approved a cash bonus plan for Mr. Rooney for
service during the Company's fiscal year ending December 31, 2006 ("Fiscal
2006"), based upon objective financial performance criteria selected by the
Committee.
2
Mr. Rooney is eligible to receive the following bonus payments for
service during Fiscal 2006: (i) 1% of the Company's Adjusted Gross Profit in
excess of a specified amount; (ii) $20,000 if the Company reaches Adjusted Gross
Profit of a specified amount; and (iii) 2% of the Company's Adjusted Gross
Profit in excess of a specified amount.
The Committee defined "Adjusted Gross Profit" as Gross Margin as it
appears on the Company's audited financial statements for Fiscal 2006, plus the
total depreciation expense of the Company for Fiscal 2006 (whether or not
included in the Cost of Sales or Cost of Contract Research) as included in its
audited financial statements for Fiscal 2006. Any cash bonus earned by Mr.
Rooney in Fiscal 2006 shall become payable at such time as the Committee has
certified the Company's Adjusted Gross Profit for Fiscal 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit Description
10.1 Form of Incentive Stock Option Agreement under the
Superconductive Components, Inc. 2006 Stock Incentive Plan.
10.2 Form of Non-Statutory Stock Option Agreement under the
Superconductive Components, Inc. 2006 Stock Incentive Plan.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SUPERCONDUCTIVE COMPONENTS, INC.
Date: June 23, 2006 By: /s/ Daniel Rooney
------------------------------------
Daniel Rooney
President and Chief Executive Officer
4