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): June 30, 2016
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1347616 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024
(Address of principal executive offices)
(212) 867-0700
(Registrant’s telephone number, including area code)
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 June 30, 2016, Pioneer Power Solutions, Inc. (the “Company”) and Nathan J. Mazurek entered into a second amendment (the “Mazurek Amendment”) to that certain Employment Agreement, dated as of March 30, 2012, as first amended on November 11, 2014 (collectively, the “Mazurek Agreement”), in order to (i) extend the term of the Mazurek Agreement to March 31, 2021, unless earlier terminated in accordance with its terms, and (ii) adjust Mr. Mazurek’s annual base salary to $425,000 for the period beginning on January 1, 2016 and ending on December 31, 2016, $440,000, for the period beginning on January 1, 2017 and ending on December 31, 2017, $465,000, for the period beginning on January 1, 2018 and ending on December 31, 2018, $490,000, for the period beginning on January 1, 2019 and ending on December 31, 2019, and $515,000 per annum, for the period beginning on January 1, 2020 and ending on March 31, 2021.
On June 30, 2016, Jefferson Electric, Inc. (“Jefferson”), a wholly owned subsidiary of the Company, and Thomas Klink entered into a second amendment (the “Klink Amendment”) to that certain Employment Agreement, dated as of April 30, 2010, as first amended on April 30, 2013 (collectively, the “Klink Agreement”), in order to (i) extend the term of the Klink Agreement to April 30, 2019, unless earlier terminated in accordance with its terms, and (ii) adjust Mr. Klink’s annual base salary to $315,000 for the period beginning on May 1, 2016 and ending on April 30, 2017, $340,000 for the period beginning on May 1, 2017 and ending on April 30, 2018, and $365,000 for the period beginning on May 1, 2018 and ending on April 30, 2019.
The foregoing summaries of the Mazurek Amendment and the Klink Amendment are not complete, and are qualified in their entirety by reference to the full text of the Mazurek Amendment and the Klink Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PIONEER POWER SOLUTIONS, inc. | ||
| Date: July 1, 2016 | By: | /s/ Thomas Klink |
| Name: | Thomas Klink | |
| Title: | Chief Financial Officer | |
Pioneer Power Solutions, Inc. 8-K
Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 30th day of June, 2016, (the “Amendment Effective Date”) by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan J. Mazurek (the “Executive”) for purposes of amending that certain Employment Agreement, dated as of March 30, 2012, and amended as of November 11, 2014, by and between the Company and the Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Term under the Agreement is scheduled to expire on March 30, 2018 and the Company and the Executive desire to extend the Term to December 31, 2020, unless terminated earlier in accordance with Article II of the Agreement;
WHEREAS, in connection with such extension of the Term, the Company and the Executive desire to adjust the Executive’s base salary as set forth in this Amendment; and
WHEREAS, Section 5.08 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.
NOW THEREFORE, pursuant to Section 5.08 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:
1.
The first sentence of Section 1.04 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said sentence in its entirety and substituting in lieu thereof the following sentence:
“The term of the Executive’s employment under this Agreement shall begin on April 1, 2012 (the “Effective Date”) and shall continue in effect through the earlier of March 31, 2021, or until 365 days after the Company completes a transaction whereby Provident Pioneer Partners L.P. is no longer a shareholder of the Company (the “Term”).”
2.
Section 1.05 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in lieu thereof the following new Section 1.05:
“Base Salary. The Company shall pay the Executive an annual base salary, less applicable payroll deductions and tax withholdings (the “Base Salary”) for all services rendered by the Executive under this Agreement of (i) $410,000, for the period beginning on the Amendment Effective Date and ending on December 31, 2015; (ii) $425,000, for the period beginning on January 1, 2016 and ending on December 31, 2016; (iii) $440,000, for the period beginning on January 1, 2017 and ending on December 31, 2017; (iv) $465,000, for the period beginning on January 1, 2018 and ending on December 31, 2018; (v) $490,000, for the period beginning on January 1, 2019 and ending on December 31, 2019; and (vi) $515,000 per annum, for the period beginning on January 1, 2020 and ending on the last day of the Term. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company.”
3.
Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions thereof.
4.
In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
* * * * * * * * * *
[Remainder of Page Intentionally Left Blank
Signature Page Follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
| THE COMPANY: | ||
| PIONEER POWER SOLUTIONS, INC. | ||
| By: | /s/ Thomas Klink | |
| Name: | Thomas Klink | |
| Title: | Chief Financial Officer | |
| EXECUTIVE: | ||
| /s/ Nathan J. Mazurek | ||
| Nathan J. Mazurek | ||
Pioneer Power Solutions, Inc. 8-K
Exhibit 10.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 30th day of June, 2016, (the “Amendment Effective Date”) by and between Jefferson Electric, Inc., a Delaware corporation (the “Company”), and Thomas Klink (“Executive”) for purposes of amending that certain Employment Agreement dated as of April 30, 2010, and amended as of April 30, 2013, by and between the Company and Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Employment Period under the Agreement is scheduled to terminate on the date hereof and the Company and Executive desire to extend such Employment Period for three (3) additional years, unless terminated earlier in accordance with Section 6 of the Agreement;
WHEREAS, in connection with such extension of the Employment Period, the Company and Executive desire to adjust Executive’s base salary as set forth in this Amendment; and
WHEREAS, Section 17 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.
NOW THEREFORE, pursuant to Section 17 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:
1.
Section 1 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in lieu thereof the following new Section 1:
1.
Employment; Term. The Company shall employ Executive, and Executive shall work for the Company, for a term of nine (9) years commencing on the date hereof (April 30, 2010) and ending on April 30, 2019, unless terminated earlier in accordance with Section 6 hereof (the "Employment Period").
2.
Section 4.1 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in lieu thereof the following new Section 4.1:
4.1.
In consideration for the services to be performed by Executive during the Employment Period hereunder, the Company shall pay to Executive a base salary at the rate of (i) $312,000 per annum for the period of May 1, 2010 through April 30, 2013; (ii) $250,000.00 per annum for the period of May 1, 2013 through April 30, 2016; (iii) $315,000 for the period beginning on May 1, 2016 and ending on April 30, 2017; (iv) $340,000 for the period beginning on May 1, 2017 and ending on April 30, 2018; and (v) $365,000 for the period beginning on May 1, 2018 and ending on the last day of the Employment Period, payable in accordance with the Company's customary payroll practices for executive employees.
3.
Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions thereof.
4.
In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
| THE COMPANY: | ||
| JEFFERSON ELECTRIC, INC. | ||
| By: | /s/ Nathan Mazurek | |
| Name: | Nathan Mazurek | |
| Title: | Chief Executive Officer | |
| EXECUTIVE: | ||
| /s/ Thomas Klink | ||
| Thomas Klink | ||