U.S. 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): September 12, 2012
Inrad Optics, Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 000-11668 | 22-2003247 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 181 Legrand Avenue, Northvale, New Jersey | 07647 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (201) 767-1910
(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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Inrad Optics, Inc. (the “Company”) announced today that President and CEO, Joseph J. Rutherford, age 65, has informed the Board of his intention to retire as President and CEO effective September 30, 2012. Mr. Rutherford will remain with the Company as a member of the Board of Directors.
Amy Eskilson, age 52, has been selected by the Board of Directors to become President and CEO, effective October 1, 2012.
Ms. Eskilson has served as Inrad Optics Vice President of Sales and Marketing since February 2011. Her career in the Photonics industry began in 1992 with Thorlabs, a photonic tools catalog company, where she also served as Director of Business Development from 2001 to 2011. During her career she was involved in photonic industry start-ups Nova Phase, Menlo Systems, and Idesta Quantum Electronics. Ms. Eskilson received her BA in Communications in 1985 from Montclair State University.
As President and CEO, Ms. Eskilson will receive an annual salary of $180,000, and be granted incentive stock options to purchase 30,000 shares of the Company's common stock at the market price on the date of grant. She will also be entitled to an annual bonus awarded at the discretion of the Company’s Board of Directors.
A copy of the Offer of Employment to Ms. Eskilson and a Press Release dated September 14, 2012 announcing the retirement of Mr. Rutherford and the appointment of Ms. Eskilson are included as attachments to this public filing.
9.01. Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
| Number | Description of Exhibit | |
| 10.1 | Offer of Employment dated September 12, 2012 | |
| 99.1 | Press Release dated September 17, 2012 |
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.
| Date: September 17, 2012 | |||
| By: | /s/ W.J. Foote | ||
| William J. Foote | |||
| Chief Financial Officer, Secretary and Treasurer | |||
Exhibit 10.1
CONFIDENTIAL
September 12, 2012
Ms. Amy Eskilson
5 Ike Williams Rd.
Newton, New Jersey 07860
Dear Amy:
On behalf of the Board of Directors of Inrad Optics, Inc. (“Inrad”), I am pleased to offer you the position of President/CEO of Inrad and CEO of MRC Precision Metal Optics (“MRC”), our wholly owned subsidiary. In this position, you will report directly to the Board of Inrad. Following your acceptance, the Board intends to nominate you for Inrad and MRC Board membership at the earliest possible date in accordance with the Corporation’s By Laws. You will assume the responsibilities as President/CEO of Inrad and CEO of MRC effective October 1, 2012.
We have put together what we believe is a comprehensive and appropriate compensation package consisting of base salary, eligibility for performance based incentive compensation, and a grant of stock options as enumerated below:
| - | Your base salary will be $180,000 per annum. |
| - | You will be eligible for additional compensation in cash and /or stock for 2012, the amount of which will be tied to the performance of the company. |
| - | You will be awarded a grant of 30,000 Incentive Stock Options as of the date you accept this position. This grant will be awarded in accordance with the rules of the Corporation’s 2010 Equity Compensation program, one third of which vest after 12, 24, and 36 months, respectively. |
Your current package of Inrad employee benefits remains in effect and subject to modification, amendment and revocation in accordance with their terms.
Amy, as you know, this letter is not a contract of employment either for a specific duration or period, nor does it alter your current at-will employment relationship between Inrad and yourself.
The Board appreciates the solid contributions you have already made to the company and we fully believe you will provide the leadership and management we need to meet the business objectives of Inrad Optics.
Sincerely,
Jan M Winston
Chairman of the Board
Inrad Optics, Inc.
Ex-99.1
FOR IMMEDIATE RELEASE
INRAD OPTICS’ JOE RUTHERFORD ANNOUNCES RETIREMENT, AMY ESKILSON APPOINTED NEW CEO AND PRESIDENT
NORTHVALE, NJ, SEPTEMBER 17 – Inrad Optics, Inc. (OTCBB: INRD) President and CEO, Joe Rutherford, announced his intention to retire as President and CEO effective September 30, 2012. Mr. Rutherford will remain with the Company as a member of the Board of Directors.
Inrad Optics board of directors has appointed Amy Eskilson as President and CEO, effective October 1, 2012.
Joe Rutherford stated, “I am very proud of what we have accomplished during my tenure, and I have thoroughly enjoyed leading the Inrad Optics organization these past 4 years. I am also pleased to transfer the leadership role to a seasoned professional with a tremendous track record in our industry. During the past year, Amy has demonstrated her skills as a strong leader and an excellent communicator. She has a solid understanding of the Photonics industry and is a passionate ‘customer first’ advocate.”
Ms. Eskilson began her tenure with Inrad Optics in February of 2011 as Vice President of Sales and Marketing. Her career in the Photonics industry began in 1992 with Thorlabs, a photonic tools catalog company, where she also served as Director of Business Development from 2001 to 2011. During her career she was involved in photonic industry start-ups Nova Phase, Menlo Systems, and Idesta Quantum Electronics.
Ms. Eskilson said of her new role, “I am excited to lead the Inrad Optics organization. I am honored to have the confidence of the board, and to be part of an organization so rich with talent and capability.”
Chairman Jan Winston commented on behalf of the entire board, “We very much appreciate Joe’s considerable accomplishments and dedicated service to Inrad Optics. He has successfully led the company through a very difficult period for our industry and is retiring and leaving Inrad Optics well positioned for the future. We are pleased that Amy Eskilson has accepted this critical leadership role and look forward to her success in the coming years.”
About Inrad Optics
Inrad Optics is a manufacturer of exceptional quality crystalline materials and devices, fabricated high precision glass, and metal optical components. Originally founded as Inrad, Inc., the organization matured via organic and acquired growth as Photonic Products Group, Inc., and in January 2012 announced its name change to Inrad Optics. Vertically integrated, manufacturing expertise includes solution and high temperature crystal growth, extensive optical fabrication capabilities, including precision diamond turning and the handling of large substrates, optical coatings and extensive in-process metrology. Inrad Optics’ customers include leading corporations in defense, aerospace, process control and metrology, medical and industrial laser sectors of the photonics industry, as well as government, national laboratory and university customers worldwide.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These statements may be identified by their use of forward-looking terminology such as "believes", "expects", “should”, "will", "plan", “anticipate”, “probably”, “targeting” or similar words. Such forward-looking statements, such as our expectation for revenues, new orders, and improved results involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward looking statements are, but are not limited to, uncertainties in market demand for the company's products or the products of its customers, future actions by competitors, inability to deliver product on time, inability to develop new business, inability to retain key employees or hire new employees, and other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended December 31, 2011. The forward looking statements made in this news release are made as of the date hereof and Inrad Optics, Inc. does not assume any obligation to update publicly any forward looking statement.