UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 29, 2005
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 000-30486 65-0738251
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
420 Lexington Avenue, New York, New York 10170
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (646) 227-1600
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N/A
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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-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.
On May 24, 2005, the Board of Directors of Advanced Communications
Technologies, Inc. (the "Company") approved the issuance of 75,000,000 shares of
the Company's common stock, no par value per share (the "Common Stock"), to each
of Randall Prouty, Michael Finch, Wilbank Roche and Jonathan Lichtman, each a
non-employee director of the Company, in recognition of the considerable time
and effort that each has devoted to the Company's business since at least
October 1999 without adequate compensation and without the protection of
directors and officers liability insurance, the significant opportunities and
benefits outside the Company that each otherwise would have been able to enjoy,
and the significant progress that the Company has made with respect to the
settlement of certain lawsuits and the acquisition of other companies (the
"Stock Grants"). The Stock Grants were formally issued pursuant to the terms and
conditions of the Company's 2005 Stock Plan (the "Plan") on June 29, 2005. The
Company registered the shares of Common Stock issuable under the Plan under the
Securities Act of 1933, as amended, on Form S-8 on June 27, 2005. The Company
has entered into a grant instrument with each of the above-named directors in
accordance with the Plan in the form attached as Exhibit 10.1 to this Current
Report on Form 8-K. In addition, each of the above-named directors has entered
into a Lock-Up Agreement with the Company with respect to the Stock Grants in
the form attached as Exhibit 10.2 to this Current Report on Form 8-K.
As previously reported on the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on June 13, 2005,
the Company has entered into a Services Agreement with Wayne I. Danson and
Danson Partners, LLC, a limited liability company of which Mr. Danson is a
principal ("DPL"), pursuant to which Mr. Danson is serving as the Chief
Executive Officer, President and Chief Financial Officer of the Company.
Pursuant to the Services Agreement, Mr. Danson or DPL was to receive a share
bonus of 200,000,000 restricted, fully vested shares of the Company's Common
Stock (the "Stock Bonus"). On June 29, 2005, the Stock Bonus was formally issued
pursuant to the terms and conditions of the Plan. The Company has entered into a
grant instrument with Mr. Danson in accordance with the Plan in the form
attached as Exhibit 10.3 to this Current Report on Form 8-K. In addition, Mr.
Danson has entered into a Lock-Up Agreement with the Company with respect to the
Stock Bonus, the form of which is attached as Exhibit 10.2 to this Current
Report on Form 8-K.
Mr. Danson currently serves as a director of the Company and as an
officer and director of certain subsidiaries of Pacific Magtron International
Corp. ("PMIC"), a majority-owned subsidiary of the Company. As reported on
PMIC's Current Report on Form 8-K filed with the SEC on May 12, 2005, PMIC and
its wholly-owned subsidiaries Pacific Magtron, Inc., Pacific Magtron (GA), Inc.,
and Livewarehouse, Inc. have on May 11, 2005 filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code.
Each of Messrs. Danson, Lichtman, Roche, Finch and Prouty has engaged
in certain related party transactions with the Company. A brief description of
such related party transactions is set forth under the caption "Part III - Item.
12. Certain Relationships and Related Transactions" in the Company's Annual
Report on Form 10-KSB for the year ended June 30, 2004 filed with the SEC on
November 3, 2004, which disclosures are incorporated herein by reference. The
Company's file number with the SEC under the Securities Exchange Act of 1934, as
amended, is 000-30486.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of Grant Instrument under Advanced Communications Technologies,
Inc. 2005 Stock Plan for Director
10.2 Form of Lock-Up Agreement
10.3 Form of Grant Instrument under Advanced Communications Technologies,
Inc. 2005 Stock Plan for Wayne I. Danson
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 hereunto duly authorized.
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
Dated: July 6, 2005 By: /s/ Wayne I. Danson
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Chief Executive Officer, President and
Chief Financial Officer
(principal financial officer)
EXHIBIT INDEX
Exhibit Number Description
10.1 Form of Grant Instrument under Advanced Communications
Technologies, Inc. 2005 Stock Plan for Director
10.2 Form of Lock-Up Agreement
10.3 Form of Grant Instrument under Advanced Communications
Technologies, Inc. 2005 Stock Plan for Wayne I. Danson