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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 13, 2000 (September
27, 2000)
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SIMULA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA COMMISSION FILE NO. 1-12410 86-0320129
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2700 NORTH CENTRAL AVENUE, SUITE 1000
PHOENIX, ARIZONA 85004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 631-4005
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Registrant's press release dated October 1, 2000 is filed herewith as
Exhibit 20.1 and is incorporated herein by reference. The press release relates
to the resignation of registrant's President and Chief Executive Officer, Donald
W. Townsend, and the appointment of Bradley P. Forst in such role. Pursuant to a
severance agreement between the Company and Mr. Townsend, Mr. Townsend has
resigned and released the Company from its contracts with him, in exchange for a
structured payout of compensation otherwise due him under his existing
Employment Agreement. In particular, Mr. Townsend receives an amount equal to
three times his base salary by the end of October 2000, and an amount equal to
two times his base salary in installments commencing January 1, 2001 and
continuing until September 15, 2001, as well as the continuation of certain
employment benefits, including health and medical insurance, guaranteed him
under his Employment Agreement. In light of income attributable to certain
transactions in the third quarter, as well as from operations, the Company does
not anticipate the need to announce any changes to previous guidance concerning
anticipated earnings resulting from Mr. Townsend's severance payments.
Also filed herewith as Exhibit 20.2 is a copy of a Proxy Agreement between
the Company's Chairman of the Board of Directors, Stanley P. Desjardins, and the
Company's non-employee members of the Board of Directors (the "Outside
Directors"), dated as of September 29, 2000 ("Proxy Agreement"), and, as Exhibit
20.3, a copy of a Corporate Governance Agreement between Mr. Desjardins and the
Company, dated as of September 30, 2000 ("Governance Agreement").
Under the Proxy Agreement, Mr. Desjardins covenants that he will not
initiate any proxy contest for at least two years, and irrevocably grants each
of the Outside Directors his proxy for one year on all matters other than those
in connection with a merger, share exchange or sale of substantially all the
Company's assets, or an amendment to the Company's Articles of Incorporation
that disproportionately adversely affects Mr. Desjardins. Under the Governance
Agreement, Mr. Desjardins and the Company agree (i) to review existing
management contracts and to seek renegotiation of such contracts, (ii) that Mr.
Desjardins remain as Chairman of the Company's Board of Directors for a minimum
of two years, (iii) that Mr. Desjardin's activities as Chairman be limited to
those set forth in the Company's Bylaws or those required by law, and (iv) for a
period of two years, only non-employees, other than the Company's Chief
Executive Officer, will be nominated to serve as members of the Board of
Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following Exhibit is included pursuant to Item 601 of
Regulation S-K.
NO. DESCRIPTION
*20.1 Press Release dated October 1, 2000.
*20.2 Proxy Agreement dated as of September 29, 2000
*20.3 Corporate Governance Agreement dated as of September 30, 2000
* Filed herewith.
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, thereunto duly authorized.
SIMULA, INC. (Registrant)
By /s/ Bradley P. Forst
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Bradley P. Forst
President and Chief Executive Officer