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): April 18, 2005
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SCAN-OPTICS, INC.
(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
On April 18, 2005, Logan Clarke, Jr., a director of Scan-Optics, Inc.
and its Acting President and Chief Executive Officer, executed a letter
agreement with the company regarding his employment as Acting President and
Chief Executive Officer. The agreement provides that Mr. Clarke will continue as
the company's Acting President and Chief Executive Officer as an at-will
employee until the board of directors determines otherwise or Mr. Clarke
resigns. Under the employment letter agreement, Mr. Clarke agrees to provide the
company with one month's written notice prior to any such resignation, and that
he will not be considered as a candidate for the office of President and Chief
Executive Officer when the board of directors begins an executive search for
such office. The employment letter agreement also provides that Mr. Clarke will
receive a salary of $27,400 per month, retroactive to March 10, 2005, the date
that he became Acting President and Chief Executive Officer of the company, and
that the company shall reimburse Mr. Clarke for his reasonable business expenses
incurred in his employment. The employment letter agreement provides that the
material terms of the agreement may change in the future as the board of
directors may determine is necessary.
The foregoing description is qualified in its entirety with reference
to the copy of the employment letter agreement attached as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Letter 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:
Name: Peter H. Stelling
Title: Chief Financial Officer,
Vice President and Treasurer
Date: April __, 2005
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