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: June 13, 2005
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(Date of earliest event reported)
AMERICAN TECHNICAL CERAMICS CORP.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9125 11-2113382
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
ONE NORDEN LANE, HUNTINGTON STATION, NY 11746
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(Address of Principal Executive Offices)
(631) 622-4700
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(Registrant's telephone number, including area code)
Not Applicable
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(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 Principal Officers; Election of
Directors; Appointment of Principal Officers
(c) On June 13, 2005, American Technical Ceramics Corp. (the "Company")
issued a press release announcing the appointment of William Johnson as the
Company's Vice President Sales. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Prior to joining the Company, Mr. Johnson had served as President of
Commonwealth Microtechnologies, a manufacturer of thick film circuitry, since
August 2004. From June 2003 until July 2004, he was Vice President - Sales for
Precision Technology - USA, a leader in the design and manufacture of linear
actuation and power transmission equipment. From June 1996 until March 2003, he
held the position of Vice President - Worldwide Sales for the global electronic
component manufacturer, Kemet Electronics Corporation. He was Plant Manager for
the Vitramon Group of Vishay Intertechnology, one of the world's largest
manufacturers of passive components, from 1988-1996. From 1983-1988, Mr. Johnson
was Director of Marketing and Sales for Vitramon, then a Division of Thomas &
Betts Corporation, and before then, he held various positions at AVX Corporation
and Kemet Electronics Corporation, including Regional Sales Manager, Product
Marketing Manager, Sales Executive and Applications Engineer.
Mr. Johnson shall receive an annual base salary of $175,000 which will
be reviewed annually by the Board in accordance with the Company's standard
practices. In addition, Mr. Johnson shall also be entitled to incentive
compensation equal to (i) .25% of the amount by which sales of the Company's
passive components in each fiscal quarter exceed sales of such components in the
comparable fiscal quarter in the immediately preceding year, and (ii) .25% of
the Company's (overall) pre-tax profits in each fiscal quarter (the latter
portion being pursuant to the Company's Officers' Incentive Plan). The incentive
compensation shall be paid on a quarterly basis; however, in the event of a
decline in sales of passive components in a quarter compared to the comparable
quarter in the immediately preceding fiscal year, or a net loss in any quarter
within a particular fiscal year, as the case may be, the amount of such decline
or net loss, as applicable, will be applied to reduce the amount of the
incentive compensation, if any, to which Mr. Johnson may be entitled in respect
of subsequent quarters in that fiscal year.
At some time during the first 18 months of his employment, provided he
is still an employee in good standing, Mr. Johnson shall be granted an option to
purchase 40,000 shares of the Company's common stock at an exercise price equal
to the prevailing market price on the date of grant. The timing of the grant of
such option shall be determined by the Board of Directors, in its discretion.
The option will vest at the rate of 25% per year from the date of grant.
Mr. Johnson shall be entitled to use of a Company-owned car and to a
payment of $30,000 in respect of his relocation. The Company will also reimburse
Mr. Johnson for the cost of his lodging for the first six months of his
employment or until he moves into his own home, whichever occurs earlier, up to
a maximum of $1,100 per month, as well as his reasonable expenses, including
airfare, for one weekend "house-hunting" trip.
Mr. Johnson shall be entitled to participate in Company-sponsored
benefit plans for which he is or becomes eligible, including vacation, health
insurance, life insurance, long term disability insurance, flexible spending and
401(k) plans.
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished with this report:
Exhibit No. Description
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99.1 Press Release dated June 13, 2005
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.
AMERICAN TECHNICAL CERAMICS CORP.
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(Registrant)
/S/ ANDREW R. PERZ
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Date: June 13, 2005 Andrew R. Perz
Vice President, Controller
(Principal Accounting Officer)