Kronos Advanced Technologies Inc - Current report filing (8-K)
May 21 2008 - 4:58PM
Edgar (US Regulatory)
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
(Date of earliest event
reported)
:
May 16, 2008
Kronos
Advanced Technologies, Inc.
(
Exact name of registrant as specified in
its charter)
Nevada
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000-30191
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87-0440410
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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464
Common Street, Suite 301, Belmont, Massachusetts
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02478
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(Address
of principal executive offices)
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(Zip
code)
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(617)
993-9965
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(Registrant’s
telephone number, including area code)
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|
|
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Not applicable
(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:
o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d- 2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
16, 2008, Kronos Advanced Technologies, Inc. (the “
Company
”) entered
into a Severance Agreement and General Release with Daniel R. Dwight (the “
Severance
Agreement
”). Pursuant to the Severance Agreement, Mr. Dwight’s
employment with the Company has been terminated effective June 20, 2008 for
“good reason” (as defined in Mr. Dwight’s employment agreement). In
addition, effective May 16, 2008, Mr. Dwight is no longer an officer or director
of the Company.
The Severance Agreement provides that the Company will pay to Mr.
Dwight the equivalent of twelve months of his base salary in effect immediately
prior to his termination, which is $225,000, minus applicable tax withholdings,
in twenty four equal installments. The initial severance payment will
be made on the first regularly scheduled payroll period following June 20,
2008. Subsequently, the Company will pay Mr. Dwight twenty three
additional equal installments in accordance with the Company’s regular payroll
practices. The Company also agreed to pay the premiums of Mr.
Dwight’s health, life and disability insurance benefits purchased through
third-party insurance companies and the premiums for continuing coverage under
certain Company benefit plans until June 20, 2009. In addition, the
Company agreed to repay to Mr. Dwight on or before May 26, 2008 the outstanding
principal and accrued interest totaling $59,986.29 on a note made by the Company
to Mr. Dwight. As consideration for the benefits of the Severance
Agreement, Mr. Dwight executed a full general release of claims against the
Company and its affiliates.
On May
16, 2008, the Company also entered into an Advisory Agreement with Mr. Dwight
(the “
Advisory
Agreement
”). Pursuant to the Advisory Agreement, Mr. Dwight will advise,
cooperate, and consult with the Company and its affiliates on various issues as
requested by the Board of Directors and Company management. Mr.
Dwight has agreed to perform up to twenty hours of transition and advisory
services per month for the Company and its affiliates for a term of six
months. Mr. Dwight has agreed to provide the first eight hours
of transition services each month to the Company at no charge, and for a
fee of $300.00 per hour thereafter. The Advisory Agreement and this consulting
arrangement expires on December 20, 2008.
Following
Mr. Dwight’s separation for "good reason", Richard F. Tusing, the Chief
Operating Officer of the Company, has been serving as acting President,
Treasurer, and Secretary of the Company. Mr. Tusing’s employment
agreement and compensation remain unchanged. Mr. Tusing, age 50, has
served as a Director of Kronos since October 2000 and as a Director of Kronos
Air Technologies since January 2001 and was appointed Chief Operating Officer on
January 1, 2002.
The
Severance Agreement and the Advisory Agreement are filed herewith as Exhibits
10.1 and 10.2 respectively and are incorporated herein by
reference. Mr. Dwight’s employment agreement was filed as Exhibit
10.55 to the Company's Form 10-Q for the quarterly period ended March 31, 2002
and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Severance
Agreement and General Release dated as of May 16, 2008 between Kronos
Advanced Technologies, Inc. and Daniel R.
Dwight.
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10.2
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Advisory
Agreement between Kronos Advanced Technologies, Inc. and Daniel R.
Dwight.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Company has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
May 21, 2008
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KRONOS
ADVANCED TECHNOLOGIES, INC.
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By:
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/s/
Richard F. Tusing
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Name:
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Richard
F. Tusing
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Title:
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President,
Chief Operating Officer, Treasurer and Secretary
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