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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2006
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ACTIVE POWER, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 000-30939 74-2961657
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2128 W. Braker Lane, BK12, Austin, Texas 78758
(Address of Principal Executive Offices) (Zip Code)
(512) 836-6464
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 10, 2006, Active Power, Inc. announced that Jim Clishem was appointed to
the position of Chief Executive Officer, effective May 10, 2006, succeeding
Joseph F. Pinkerton as Chief Executive Officer. The information with respect to
Mr. Clishem's compensation provided under Item 5.02 below is incorporated herein
by reference.
Also on May 10, 2006, Active Power announced that Mr. Pinkerton would continue
to serve as Chairman of the Board and as an employee of Active Power. The
information with respect to Mr. Pinkerton's compensation provided under Item
5.02 below is incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On May 10, 2006, Active Power appointed Jim Clishem as its Chief Executive
Officer. Mr. Clishem has previously served as Active Power's President and Chief
Operating Officer and he will retain his role as President. Joseph F. Pinkerton,
III will continue to serve as Chairman of the Board and as an employee of Active
Power, focusing his attention on his duties as Chairman of the Board and on
Active Power's long-range planning and on maintaining the company's technology
leadership position.
Mr. Clishem has served as Active Power's President and Chief Operating Officer
since November 2005 and as its Vice President of Business Development from May
2005 to November 2005. From August 2004 to May 2005, Mr. Clishem served as Vice
President of Business Development for Peregrine Systems, a privately-held
enterprise software company where he focused primarily on global alliances. From
October 1999 to January 2004, Mr. Clishem served as Chief Executive Officer of
Xodiax, a managed IT services business that he founded. Mr. Clishem remained the
Chairman of Xodiax until July 2004. From August 1995 to September 1999, Mr.
Clishem served as Vice President of Data Services for Broadwing Communications,
LLC, and other entities later acquired by Broadwing. Mr. Clishem holds a BSEE
and MSEE from the University of Louisville and an executive MBA from Southern
Methodist University.
Mr. Clishem will receive an annual base salary of $300,000 and his annual bonus
target under Active Power's Executive Compensation Plan will be 100% of his
annual base salary. Mr. Clishem also was granted, effective May 10, 2006, an
option to purchase 200,000 shares of Active Power common stock at an exercise
price equal to the per-share fair market value on the date of grant, which shall
vest at a rate of 25% per year over four years.
Mr. Clishem will continue to participate in Active Power's employee benefit
programs and will be entitled to a severance payment equal to six months of his
then current salary in the event his employment is terminated by Active Power
for reasons other than cause.
Mr. Pinkerton will receive an annual base salary of $90,000 and his annual bonus
target under Active Power's Executive Compensation Plan will be 100% of his
annual base salary. Mr. Pinkerton will continue to participate in Active Power's
employee benefit programs.
ITEM 7.01 REGULATION FD DISCLOSURE.
On May 10, 2006, Active Power issued a press release which is attached hereto as
Exhibit 99.1. This exhibit is furnished, not filed, pursuant to Regulation FD.
ITEM 9.01. EXHIBITS AND FINANCIAL STATEMENTS.
(d) EXHIBITS
Exhibit 99.1 Press Release dated May 10, 2006
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.
ACTIVE POWER, INC.
Dated: May 10, 2006 By: /s/ John Penver
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John Penver
Vice President, Chief Financial
Officer and Secretary