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): March 28, 2005
SCAN-OPTICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-05265 06-0851857
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
169 Progress Drive, Manchester, CT 06040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 645-7878
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(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-(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
Scan-Optics, Inc. entered into a consulting agreement with Kevin S.
Flannery, a director of the company, on March 28, 2005. The agreement is dated
as of November 1, 2004. The agreement provides that Mr. Flannery will provide
consulting services to the company as requested by the chief executive officer
or the board of directors, devoting such time as is required in order to perform
such services, but in no event for less than six hours per month. The agreement
provides that Mr. Flannery will receive a consulting fee of $1,666 per month and
that the company shall pay his reasonable and necessary expenses incurred in
providing services to the company. In addition, the company agrees to indemnify
Mr. Flannery for any damages he may experience as a result of the agreement or
providing services to the company, provided that any such damages were not the
result of his gross negligence, willful misconduct or breach of the agreement.
The agreement continues until terminated, and is terminable by either party upon
thirty days prior notice.
The foregoing description is qualified in its entirety with reference
to the copy of the employment agreement attached as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Consulting Agreement
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.
SCAN-OPTICS, INC.
By: /s/ Peter H. Stelling
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Name: Peter H. Stelling
Title: Chief Financial Officer,
Vice President and Treasurer
Date: March 29, 2005
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