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
April 10, 2007
COMPUDYNE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
0-29798 23-1408659
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(Commission File Number) (I.R.S. employer identification number)
2530 Riva Road, Suite 201
Annapolis, Maryland 21401
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code
(410) 224-4415
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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:
|_| 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2007, CompuDyne Corporation (the "Company") entered into an
Employment Agreement ("Agreement") with Geoffrey F. Feidelberg.
The Agreement provides that Mr. Feidelberg's term of employment shall
commence on April 10, 2007 and end December 31, 2008, unless sooner terminated
under the provisions of the agreement. The Agreement automatically renews for
additional one-year periods unless either party provides written notice to
terminate the Agreement at least 180 days prior to the expiration of the
then-current term.
Mr. Feidelberg will receive a base salary of $288,750 per year with the
potential for a yearly bonus at the discretion of the Company's Chief Executive
Officer and Compensation Committee of the Board. The Agreement also provides for
his current employee benefits and four(4) weeks of vacation per year.
If the Company terminates the Agreement or if Mr. Feidelberg reasonably
determines that there has been a significant change in his responsibilities or
duties with the Company, the Company shall pay the following to Mr. Feidelberg:
(1) accrued vacation and base salary and a pro-rata portion of the annual bonus
for the year in which the termination occurs; (2) the greater of (x) one year of
base salary or (y) base salary through the end of the employment period; and (3)
COBRA coverage for health and dental benefits, standard life insurance benefits
and various other benefits for various periods.
Mr. Feidelberg is not permitted to compete with the Company for a period of
one year following the earlier of (1) notice of termination; or (2) Mr.
Feidelberg's last day of employment.
The foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Employment Agreement dated April 10, 2007 between
CompuDyne Corporation and Geoffrey F. Feidelberg.
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Date: April 13, 2007
COMPUDYNE CORPORATION
By: /s/Geoffrey F. Feidelberg
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Geoffrey F. Feidelberg
Its: Chief Financial Officer