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): April 30, 2009
EMTEC,
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
|
0-32789
|
|
87-0273300
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
525
Lincoln Drive
5
Greentree Center, Suite 117
Marlton,
New Jersey 08053
|
|
(Address
of principal executive offices, including Zip
Code)
|
(856)
-552-4204
(Registrant’s
telephone number, including area code)
N/A
(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:
|
¨
|
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.
(b) Effective
as of April 30, 2009, Stephen C. Donnelly resigned from his position as Chief
Financial Officer of Emtec, Inc. (the “Company”) and was appointed to the
position of Executive Vice President – Business Planning and Analysis, Human
Resources and Corporate Development. In his new role, Mr. Donnelly
will focus on working closely with operating business units to maximize
synergies, provide integration and insure uniformity to various business and
accounting policies and practices and continue to support the Company’s merger
and acquisition activities.
(c) On
May 4, 2009, the Company issued a press release announcing that Gregory P.
Chandler was appointed Chief Financial Officer of the Company and President of
Emtec Global Services LLC. A copy of that pres release is attached as
Exhibit 99.1 to this report. Mr. Chandler’s appointment was effective
as of April 30, 2009.
Prior to
his appointment as the Company’s Chief Financial Officer, Mr. Chandler, age 42,
served as the Managing Director and Group Head of Janney Montgomery
Scott, LLC’s Business Services Investment Banking Practice, where he was
employed since 1999. Prior to that, he worked as a manager in the
Office of the CFO consulting practice at PricewaterhouseCoopers, advising
companies in restructuring their back office financial operations. He
has also worked in the Business Assurance Practice at Coopers & Lybrand, and
served as an officer in the United States Army. Mr. Chandler received his Masters in
Business Administration from Harvard Business School, a B.S. in Engineering from the
United States Military Academy at West Point and is also a Certified Public
Accountant. Mr.
Chandler will continue to serve as a member of the Board of
Directors of the
Company.
On April
30, 2009, Mr. Chandler entered into an employment agreement (the “Agreement”)
with the Company that provides for Mr. Chandler’s employment as the Chief
Financial Officer of the Company and the President of Emtec Global Services LLC,
effective immediately. The term of the Agreement is two years,
although the term may be extended annually for additional one-year periods with
the mutual consent of the parties. Under the terms of the Agreement,
Mr. Chandler is entitled to receive a base salary of
$275,000. In addition, Mr. Chandler will participate in the Company’s
Annual Incentive Plan as maintained by the Company for the benefit of senior
executives. In connection with entering into the Agreement, Mr.
Chandler will also be entitled to receive a grant of 137,500 shares of
restricted stock that vests over four years and a grant of 5,000 stock options
in respect of Mr. Chandler’s service on the Board of Directors through the date
of his appointment as the Company’s Chief Financial Officer. Mr.
Chandler’s employment is subject to early termination in the event of his death
or disability or in the event that either he or the Company elects to terminate
his employment. If Mr. Chandler’s employment is terminated by the Company
without cause or by Mr. Chandler for good reason, he will be entitled to receive
his base salary until the later of the expiration of the Agreement or the date
that is 12 months following his termination of employment and a pro-rata bonus
payment for the year of his termination. If Mr. Chandler’s employment
is terminated due to death or disability, he is entitled to receive a pro-rata
bonus payment for the year of his termination.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The
following exhibit relating to Item 5.02 shall be deemed to be furnished, and not
filed:
99.1
Press release issued by the Company on May 4, 2009.
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, thereunto
duly authorized.
| |
EMTEC,
INC.
|
|
| |
|
|
|
|
|
By:
|
/s/ Gregory
P. Chandler |
|
| |
|
Name
: Gregory P. Chandler
|
|
| |
|
Title : Chief Financial Officer
|
|
| |
|
|
|