UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 6, 2006
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ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
(State or Other Jurisdiction of Incorporation)
1-10799 73-1351610
(Commission File Number) (IRS Employer Identification No.)
1221 E. Houston, Broken Arrow, Oklahoma 74012
(Address of Principal Executive Offices) (Zip Code)
(918) 251-9121
(Registrants 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 1.01 Entry into a Material Definitive Agreement.
On March 6, 2006, The Board of Directors of ADDvantage Technologies Group,
Inc. (the "Company") approved a Senior Management Incentive Compensation
Plan. (the "Incentive Plan"). Participating in the Incentive Plan will be
the Chairman of the Board ("Chairman"), President and Chief Executive
Officer ("CEO"), and Vice President and Chief Financial Officer
("CFO"). Awards under the Incentive Plan, ranging from 25% to 100% of
base salary for each of the Chairman and CEO and from 15% to 70% of base
salary for the CFO, will be based on actual earnings before interest and
taxes in relation to those of the previous year. A copy of the Senior
Management Incentive Plan is attached as Exhibit 10.1 to this current
report on Form 8-K and is incorporated herein by reference.
On March 6, 2006, ADDvantage Technologies Group, Inc. appointed
Daniel O'Keefe, as Vice President, Chief Financial Officer, Chief
Accounting Officer and Secretary. Pursuant to a letter agreement dated
March 7, 2006, between the Company and Mr. O'Keefe, his compensation will
include $130,000 and a stock option grant to purchase 10,000 shares of the
Company's common stock. Mr. O'Keefe will also participate in the
Incentive Plan.
On March 6, 2006, The Company's Board of Directors approved a salary
increase for each of Kenneth A. Chymiak, CEO and David E. Chymiak,
Chairman, from 225,000 to $250,000 annually, effective March 1, 2006.
Item 5.02 Departure of Director or Principal Officers; Election of Directors;
Appointment of Principal Officers
On March 6, 2006, the Company appointed Daniel E. O'Keefe, age 37, as Vice
President, Chief Financial Officer, Chief Accounting Officer and
secretary. Pursuant to his employment by the Company, Mr. O'Keefe served
for four years as president of Interstate Express, Inc., a trucking
company with $30 million in revenue located in Broken Arrow, Oklahoma
which is a subsidiary of LinkAmerica Corporation. From 1997 to 2001 he
served as corportate controller for LinkAmerica Corporation in Tulsa,
Oklahoma, a transportation company for which he managed all finance
functions.
The material terms of Mr. O'Keefe's employment agreement are discussed in
Item 1.01 above.
James W. Brown has resigned as the Company's Vice President of Operations
effective March 8, 2006.
Kenneth A. Chymiak, the Company's Chief Executive Officer, will no longer
serve as Chief Financial Officer upon the appointment of Mr. O'Keefe as
Chief Financial Officer.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On March 6, 2006, the Company's Board of Directors adopted an amended
Code of Business Conduct and Ethics for directors, officers and employees
of the Company. The amended Code of Business Conduct and Ethics replaces
the Company's former "Code of Business Conduct and Ethics" and "Code of
Ethics for CEO and Senior Financial Officers." A copy of the amended
Code of Business Conduct and Ethics is attached as Exhibit 14.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release issued March 9, 2006 to announce
Mr. O'Keefe's appointment is furnished as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed or furnished herewith:
10.1 Exhibit 10.1, Senior Management Incentive Compensation Plan
10.2 Exhibit 10.2, Employment Agreement for Mr. O'Keefe
14.1 Exhibit 14.1, Amended Code of Business Conduct and Ethics
99.1 Press Release dated March 9, 2006, issued by the Company
SIGNATURES
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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.
ADDVANTAGE TECHNOLOGIES GROUP, INC.
Date: March 10, 2006 By: /s/ Kenneth A. Chymiak
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Kenneth A. Chymiak
President and Chief Executive Officer
Exhibit Index
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Exhibit Number Description
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10.1 Exhibit 10.1, Senior Management Incentive Compensation Plan
10.2 Exhibit 10.2, Employment contract for Mr. O'Keefe
14.1 Exhibit 14.1, Amended Code of Business Conduct and Ethics
99.1 Press Release dated March 6, 2006, issued by the Company