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): February 15, 2019

 

     

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

   
 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 15, 2019, Jefferson Electric, Inc. (“Jefferson”), a wholly owned subsidiary of Pioneer Power Solutions, Inc. (the “Company”), and Thomas Klink, Jefferson’s president our chief financial officer and director, entered into a third amendment (the “Amendment”) to that certain Employment Agreement, dated as of April 30, 2010, as amended previously on April 30, 2013 and June 30, 2016 (collectively, the “Original Agreement”), in order to (i) extend the term of the Original Agreement from April 30, 2019, to April 30, 2020, unless earlier terminated in accordance with its terms, and (ii) adjust Mr. Klink’s annual base salary to $390,000 for the period beginning on May 1, 2019 and ending on April 30, 2020.

 

The foregoing summary of the Amendment is not complete, and is qualified in its entirety by reference to the full text of the Amendment that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit Number   Description
10.1   Third Amendment to Employment Agreement, dated as of February 15, 2019, by and between Jefferson Electric, Inc. and Thomas Klink

 

 

 -2- 
 

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: February 20, 2019 By: /s/ Thomas Klink
  Name: Thomas Klink
  Title: Chief Financial Officer

 

 

 

 -3- 

 

 

Pioneer Power Solutions Inc. 8-K 

  

Exhibit 10.1

 

 

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

 

This THIRD Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 15th day of February, 2019, (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 and June 30, 2016, 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 one (1) 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 ten (10) years commencing on the date hereof (April 30, 2010) and ending on April 30, 2020, 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 April 30, 2019; and(vi) $390,000 for the period beginning on May 1, 2019 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
  Name: Thomas Klink
  Title: Chief Financial Officer

 

 2