form8k.htm
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): October 27,
2008
Katy
Industries, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-05558
|
75-1277589
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
305
Rock Industrial Park Drive
Bridgeton,
Missouri 63044
(Address
of principal executive offices) (Zip Code)
(314)
656-4321
(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
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Item 5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangement of Certain
Officers
|
On
October 27, 2008, Katy Industries, Inc. (the “Company”) entered into a letter
agreement with James W. Shaffer pursuant to which Mr. Shaffer was appointed Vice
President and Chief Financial Officer of the Company, effective
immediately. Mr. Shaffer, age 55, was employed by Angelica
Corporation for nine years up until August 2008, the last five years as Vice
President and Chief Financial Officer.
The
Compensation Committee of the Board of Directors of the Company approved a
compensation package for Mr. Shaffer that includes a base salary of $230,000
with a target incentive bonus of 50% of his base salary. For 2008
only, the prorated annual bonus (approximately $20,000) of Mr. Shaffer’s target
incentive bonus will be guaranteed, based on his employment date. The
compensation package includes a grant to Mr. Shaffer of 125,000 options with an
exercise price equal to market price on the first day of his employment to
purchase common stock of the Company, vesting in three equal annual
installments, beginning on the first anniversary of Mr. Shaffer’s employment
with the Company.
Mr.
Shaffer's compensation package will provide him with severance payments
equal to 12 months of his base salary in effect on the date of termination
of his employment upon our termination without cause, as defined in the
employment offer letter. The employment terms will also include
provisions prohibiting Mr. Shaffer from competing with the Company or
soliciting its employees for a period of 12 months following the termination of
his employment.
On
October 27, 2008, the Company entered into a letter agreement with Edward D.
Carter pursuant to which Mr. Carter was appointed Vice President, Sales and
Marketing of the Company, effective immediately. Mr. Carter replaces
Robert A. Gail, who resigned effective October 27, 2008. Mr. Carter,
age 44, was General Manager of Airport Lighting Products, a division of Cooper
Cruse Hinds Airport Lighting Products, from April 2005 until October
2008. Prior to his position at Airport Lighting Products, Mr. Carter
was the Vice President of Sales of Cooper Electronic Technologies from 2003
until 2005.
The
Compensation Committee of the Board of Directors of the Company approved a
compensation package for Mr. Carter that includes a base salary of $225,000 with
a target incentive bonus of 50% of his base salary. For 2008 only,
the prorated annual bonus (approximately $20,000) of Mr. Carter’s target
incentive bonus will be guaranteed, based on his employment date. The
compensation package includes a grant to Mr. Carter of 125,000 options with an
exercise price equal to market price on the first day of his employment to
purchase common stock of the Company, vesting in three equal annual
installments, beginning on the first anniversary of Mr. Carter’s employment with
the Company.
Mr.
Carter's compensation package will provide him with severance payments
equal to 6 months of his base salary in effect on the date of termination
of his employment upon our termination without cause, as defined in the
employment offer letter. The employment terms will also include
provisions prohibiting Mr. Carter from competing with the Company or
soliciting its employees for a period of 6 months following the termination of
his employment.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
|
99.1
|
CFO
Employment Offer Letter, dated October 27,
2008
|
|
99.2
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Vice
President, Sales and Marketing Employment Offer Letter, dated October 27,
2008
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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.
KATY
INDUSTRIES, INC.
(Registrant)
By: /s/ David J.
Feldman
David J.
Feldman
Chief
Executive Officer
Date: October
27, 2008
Exhibits
Exhibit
No. Description
|
99.1
|
CFO
Employment Offer Letter, dated October 27,
2008
|
99.2 Vice
President, Sales and Marketing Employment Offer Letter, dated October 27,
2008