8-K 1 v136308_8k.htm
 
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): January 6, 2009 (January 2, 2009)
 
SCI ENGINEERED MATERIALS, INC.
(Exact name of registrant as specified in its charter)
 Commission file number: 0-31641
         
Ohio
      
31-1210318
(State or other jurisdiction
of incorporation)
      
(IRS Employer
Identification No.)
 
     
2839 Charter Street, Columbus, Ohio
  
43228
(Address of principal executive offices)
  
(Zip Code)
 
(614) 486-0261
Registrant’s telephone number, including area code
 
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 (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 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

STOCK OPTION GRANT

The Stock Option and Compensation Committee (the "Committee") of the board of Directors of SCI Engineered Materials, Inc. (the "Company") has approved the grant of options to purchase shares of the Company's common stock, effective January 2, 2009, to the Company's Chief Executive Officer and three other executive officers of the Company listed below (the "Optionees"):
 
Daniel Rooney
President and Chief Executive Officer
176,500
     
Scott Campbell
Vice President – Technology
85,500
     
Gerald Blaskie
Vice President and Chief Financial Officer
95,000
     
Michael Barna
Vice President – Photonics
93,000
 
The Committee granted the options to purchase shares of the Company's common stock in accordance with the provisions of the Company's 2006 Stock Incentive Plan. In connection with the option grant, the Company entered into Incentive Stock Option Agreements with the Optionees. Pursuant to the terms of the Incentive Stock Option Agreements, the options have an exercise price of $6.00 per share, the closing price of the Company's common stock as reported on the OTC Bulletin Board regulated quotation service on January 2, 2009. The options vest at the rate of 10% per year, beginning on the date of grant. After the options have vested, the Optionees may exercise the options from time to time, in full or in part, until the options have been exercised as to all shares subject thereto, or January 2, 2019, which ever occurs first.

The Committee has also approved the grant of options to purchase shares of the Company's common stock, effective January 2, 2009, to the Company's Board of Directors (the "Optionees"):
 
Robert J. Baker Jr.
Director
22,500
     
Walter J. Doyle
Director
22,500
     
Robert H. Peitz
Director
22,500
     
Edward W. Ungar
Director
22,500
 
The Committee granted the options to purchase shares of the Company's common stock in accordance with the provisions of the Company's 2006 Stock Incentive Plan. In connection with the option grant, the Company entered into Non-Statutory Stock Option Agreements with the Optionees. Pursuant to the terms of the Non-Statutory Stock Option Agreements, the options have an exercise price of $6.00 per share, the closing price of the Company's common stock as reported on the OTC Bulletin Board regulated quotation service on January 2, 2009. The options vest at the rate of 33.3% per year, beginning on the date of grant. After the options have vested, the Optionees may exercise the options from time to time, in full or in part, until the options have been exercised as to all shares subject thereto, or January 2, 2014, which ever occurs first.
 
 
 
 

A copy of the form of the Incentive Stock Option Agreement and Non-Statutory Stock Option Agreement applicable to each of the Optionees was previously filed with the Securities and Exchange Commission on June 23, 2006 as Exhibits 10.1 and 10.2  on the Company’s Form 8-K.    A copy of the Company's 2006 Stock Incentive Plan was previously filed with the Securities and Exchange Commission on May 1, 2006, as Appendix A to the Company's Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006.

 
 
 
SIGNATURES
 
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.
 
         
   
SCI ENGINEERED MATERIALS, INC.
     
     
Date: January 6, 2009
  
By
  
/s/ Daniel Rooney
       
Daniel Rooney
President and Chief Executive Officer