UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10/A
Amendment No. 3
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Elektryon
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(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0353324
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6565 Spencer Street, Suite 206,
Las Vegas, NV 89119
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including
area code (702) 361-1719
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
ELEKTRYON
FORM 10/A No. 3
Information Required in Registration Statement
Elektryon, a Nevada corporation (also referred to herein as the "Company"),
submits this Amendment No. 3 to its Form 10 filed on April 30, 2001, as amended
by Amendment No. 1 thereto dated June 28, 2001 and Amendment No. 2 thereto dated
October 10, 2001, to amend Item 6 as follows:
Item 6. Executive Compensation.
Elektryon hereby amends and restates in its entirety the section
entitled "Employment Agreements" of Item 6 of its Form 10 as follows to (a)
correct the statement in Amendment No. 2 that in 2001 the Company has paid
bonuses to the President of the Company, Michael E. Holmstrom, and the General
Counsel of the Company, Joanne Firstenberg, which such officers were entitled to
be paid pursuant to their respective employment agreement, and (b) clarify that
such officers agreed to defer payment of such bonuses by the Company (i) in the
case of the first bonus from August 2, 2001 until November 1, 2001, and (ii) in
the case of the second bonus, indefinitely:
Employment Agreements
Following is a description of employment agreements between the Company
and Mr. Holmstrom and Ms. Firstenberg.
Michael E. Holmstrom
Michael E. Holmstrom is employed by the Company pursuant to an amended
employment agreement (the "Holmstrom Employment Agreement") which provides for
him to serve as the Chief Financial Officer/President of the Company until
November 7, 2003 (the "Holmstrom Employment Period"), or such earlier date as
provided therein. The Holmstrom Employment Agreement provides that while Mr.
Holmstrom is employed by the Company, he will devote substantially his full
business time, energies and talents to serving as an officer of the Company,
provided that he may engage in other activities, including, without limitation,
other for profit businesses, so long as such activities do not materially
interfere with his responsibilities to the Company. Mr. Holmstrom is to receive
an annual salary of $250,000. Pursuant to the Holmstrom Employment Agreement,
Mr. Holmstrom is entitled to receive (a) a bonus of $200,000 as of August 2,
2001, which payment Mr. Holmstrom has agreed to defer until November 1, 2001,
and (b) a lump sum payment of $500,000 as of August 23, 2001, which payment Mr.
Holmstrom has agreed to defer indefinitely. The Holmstrom Employment Agreement
further provides that Mr. Holmstrom shall remain employed by the Company through
February 1, 2002, provided that Mr. Holmstrom may terminate his employment with
the Company prior to such date for Good Reason (as such term is defined in such
agreement), and that it shall be a breach of the Holmstrom Employment Agreement
if Mr. Holmstrom terminates his employment with the Company without Good Reason
prior to February 1, 2002.
On November 7, 2000, the Board of Directors of the Company granted Mr.
Holmstrom stock options to purchase 150,000 shares of the Company's Common Stock
at an exercise price of $5.00 per share. Pursuant to an amendment to the
Holmstrom Employment Agreement dated February 12, 2001, the Company (a) granted
Mr. Holmstrom an option to purchase an additional
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150,000 shares of Common Stock with an exercise price of $2.00 per share and (b)
decreased the per share exercise price of the option previously granted to Mr.
Holmstrom to $2.00 and accelerated the vesting of that option. All of the
options granted to Mr. Holmstrom have vested. The options are exercisable for a
period of 60 months from the date on which they were issued regardless of Mr.
Holmstrom's employment status at the time. See "-- Stock Options" and "-- Report
on Repricing of Options."
The Company has agreed to assign the title of one of its automobiles to
Mr. Holmstrom. The Company will pay the operating costs of such automobile while
Mr. Holmstrom is employed by the Company and the Company will also provide Mr.
Holmstrom with tax gross-up payments so that after applicable taxes are incurred
with regard to the automobile and operating costs Mr. Holmstrom will be kept
whole.
Mr. Holmstrom has agreed that during his employment and for one year
after the termination of the Holmstrom Employment Agreement, he will not
directly or indirectly engage in, assist, perform services for, establish or
open, or have any equity interest (other than ownership of 5% or less of the
outstanding stock of any corporation listed on the New York Stock Exchange or
American Stock Exchange or included in NASDAQ) in any person, firm or
corporation or business entity that engages in any activity in the world in
which the Company is conducting business activities which are the same as,
similar to, or competitive with the business of the distributed generation of
electricity. Mr. Holmstrom has also agreed to keep secret and confidential
indefinitely all non-public information concerning the Company and its
affiliates which was acquired by or disclosed to him during the course of his
employment with the Company and not to disclose the same, either directly or
indirectly, to any other person, firm or entity or to use it in any way.
If Mr. Holmstrom's employment with the Company terminates before the
end of the Holmstrom Employment Period (a) for any reason, the Company will pay
him a lump sum equal to his earned but unpaid salary for the period ending on
the date of termination of his employment; and (b) as a result of Mr.
Holmstrom's termination of employment by the Company for reasons other than
Cause (as defined in the Holmstrom Employment Agreement) and not on account of
his death, disability, voluntary resignation or mutual agreement of the parties,
Mr. Holmstrom will receive from the Company a lump sum payment equal to his
salary for the period commencing on the date of termination of his employment
and ending on the earliest of (i) the last day of the Holmstrom Employment
Period, (ii) the date of Mr. Holmstrom's death or (iii) the first anniversary of
the date of termination of his employment.
Joanne Firstenberg
Joanne Firstenberg is employed by the Company pursuant to an amended
employment agreement (the "Firstenberg Employment Agreement") which provides for
her to serve as the General Counsel of the Company until December 15, 2003 (the
"Firstenberg Employment Period"), or such earlier date as provided therein. Ms.
Firstenberg is to receive an annual salary of $250,000. The Firstenberg
Employment Agreement provides that she will devote substantially her full
business time, energies and talents to serving as an officer of the Company,
provided that she may engage in other activities, including, without limitation,
other for profit businesses, so long as such activities do not materially
interfere with her responsibilities to the
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Company. Pursuant to the Firstenberg Employment Agreement, Ms. Firstenberg is
entitled to receive (a) a bonus of $150,000 as of August 2, 2001, which payment
Ms. Firstenberg has agreed to defer until November 1, 2001, and (b) a lump sum
payment of $500,000 as of August 23, 2001, which payment Ms. Firstenberg has
agreed to defer indefinitely. The Firstenberg Employment Agreement further
provides that Ms. Firstenberg shall remain employed by the Company through
February 1, 2002, provided that Ms. Firstenberg may terminate her employment
with the Company prior to such date for Good Reason (as such term is defined in
such agreement), and that it shall be a breach of the Firstenberg Employment
Agreement if Ms. Firstenberg terminates her employment with the Company without
Good Reason prior to February 1, 2002.
On November 7, 2000, the Board of Directors of the Company granted Ms.
Firstenberg stock options to purchase 125,000 shares of the Company's Common
Stock, at an exercise price of $5.00 per share. Pursuant to an amendment to the
Firstenberg Employment Agreement dated February 12, 2001, the Company (a)
granted Ms. Firstenberg an option to purchase an additional 125,000 shares of
Common Stock with an exercise price of $2.00 per share, and (b) decreased the
per share exercise price of the option previously granted to Ms. Firstenberg to
$2.00 and accelerated the vesting of that option. All of the options granted to
Ms. Firstenberg have vested. The options are exercisable for a period of 60
months from the date which they were issued regardless of Ms. Firstenberg's
employment status at the time. See "-- Stock Options" and "-- Report on
Repricing of Option."
The Company has agreed to buy out the lease covering Ms. Firstenberg's
automobile for a lump sum payment of approximately $36,000 payable to the
automobile leasing company. The title of such automobile will be registered in
Ms. Firstenberg's name. The Company will pay the operating costs of such
automobile while Ms. Firstengerg is employed by the Company and the Company will
also provide Ms. Firstenberg with tax gross-up payments so that after applicable
taxes are incurred with regard to the automobile and operating costs Ms.
Firstenberg will be kept whole.
Ms. Firstenberg has agreed that during her employment and for one year
after the termination of the Firstenberg Employment Agreement, she will not
directly or indirectly engage in, assist, perform services for, establish or
open, or have any equity interest (other than ownership of 5% or less of the
outstanding stock of any corporation listed on the New York Stock Exchange or
American Stock Exchange or included in the NASDAQ) in any person, firm or
corporation or business entity that engages in any activity in the world in
which the Company is conducting business activities which are the same as,
similar to, or competitive with the business of the distributed generation of
electricity. Ms. Firstenberg has also agreed to keep secret and confidential
indefinitely all non-public information concerning the Company and its
affiliates which was acquired by or disclosed to her during the course of her
employment with the Company and not to disclose the same, either directly or
indirectly, to any other person, firm or entity or to use it in any way.
If Ms. Firstenberg's employment with the Company terminates before the
end of the Firstenberg Employment Period (a) for any reason, the Company will
pay her a lump sum equal to her earned but unpaid salary for the period ending
on date of termination of her employment, and (b) as a result of Ms.
Firstenberg's termination of employment by the Company for reasons other than
Cause (as defined in the Firstenberg Employment Agreement) and not on account of
her death, disability, voluntary resignation or mutual agreement of the parties,
Ms. Firstenberg
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will receive from the Company a lump sum payment equal to her salary for the
period commencing on the date of termination of her employment and ending on the
earliest of (i) the last day of the Firstenberg Employment Period, (ii) the date
of Ms. Firstenberg's death or (iii) the first anniversary of the date of
termination of her employment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed by the undersigned, thereunto duly authorized.
ELEKTRYON
Dated: October 30, 2001 By: /s/ Michael E. Holmstrom
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Michael E. Holmstrom
President
By: /s/ Joanne Firstenberg
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Joanne Firstenberg
General Counsel