Form 8-K AMERICAN SCIENCE & ENGIN For: Jan 06

 

U.S. 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) January 6, 2016

 

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

 

 

 

(978) 262-8700

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 ARRANGEMENT OF CERTAIN OFFICERS.

 

On January 6, 2016, the board of directors (the “Board”) of American Science and Engineering, Inc. (the “Company”) unanimously elected Diane J. Basile to serve as the Company’s Chief Financial Officer and Treasurer, effective as of January 11, 2016, succeeding Kenneth J. Galaznik, whose retirement was previously reported by the Company on a Current Report on Form 8-K filed on September 10, 2015 with the U.S. Securities and Exchange Commission. A copy of the press release issued by the Company on January 11, 2016, announcing such appointment, is furnished herewith as Exhibit 99.1.

 

There are no arrangements or understandings between Ms. Basile and any other persons pursuant to which she was appointed as the Company’s Chief Financial Officer and Treasurer. There is no family relationship between Ms. Basile and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Ms. Basile that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

 

Ms. Basile was most recently the chief financial officer of Intronis, a provider of online backup and disaster recovery solutions.  From 2009 to 2015, Ms. Basile served as vice president of finance of the Healthcare Division of Nuance Communications, a global provider of health information technology.  Previously, Ms. Basile held various positions in finance and investments at Fidelity Investments, Merrill Lynch & Co., Inc., Mercury Computer Systems Inc., PerkinElmer Inc., and Staples Inc.  Ms. Basile received a master’s degree in finance from Boston College and a bachelor’s degree in economics from the Wharton School of the University of Pennsylvania.

 

On January 5, 2016, the Company entered into an offer letter with Ms. Basile (the “Basile Offer Letter”), effective January 11, 2016.  The Basile Offer Letter includes the following material terms:

 

·                  Ms. Basile will be paid an annual base salary (“Base Salary”) of $280,000.00, subject to possible increase by the Company’s Compensation Committee from time to time at its sole discretion.

·                  Ms. Basile will be eligible to participate in the Company’s performance-based annual incentive compensation plan (“STIP”) for the Company’s senior executives, with a target bonus equal to 60% of her base salary. One half of the FY17 target bonus will be guaranteed and issued in the form of Restricted Stock Units (“RSUs”) subject to the terms and conditions of AS&E’s 2014 Equity and Incentive Plan.  The vesting of these RSUs will occur on the date the FY17 STIP plan is certified, or on May 31, 2017, whichever occurs first, provided Ms. Basile remains employed by the Company at the time of vesting.

·                  Ms. Basile will be eligible to participate in the Company’s long term incentive plan (“LTIP”) for the Company’s senior executives, which will provide her with the opportunity to earn a bonus of up to 140% of her base salary over the plan performance period, contingent on plan goal attainment.

·                  Ms. Basile will be eligible to participate in the Company’s standard employee benefits plan.

·                  Ms. Basile will enter into the Company’s standard Employee, Representation, Rights in Data, and Non-Compete Agreement regarding confidential information, assignment of rights to intellectual property, and non-competition.

 

The above summary of the Basile Offer Letter is qualified in its entirety by the actual letter, a copy of which is attached to this Current Report on Form 8-K as Exhibits 10.1, and which is incorporated into this Item 5.02 by reference.

 

The Company and Ms. Basile will also enter into the Change in Control and Benefits Agreement, effective April 1, 2014 for the Company’s executive officers, a form of which was previously filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 4, 2014 and is incorporated herein by reference.

 

On January 11, 2016, the Company also announced that Kenneth J. Galaznik, the Company’s outgoing Chief Financial Officer and Treasurer, will cease serving as the Company’s principal financial officer as of January 11, 2016 but will continue to serve as a senior vice president of the Company and will work in an advisory capacity to ensure a seamless transition.

 

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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)  Exhibits

 

Exhibit		Description of Exhibit
Number		(and Statement of Incorporation by Reference, if Applicable)
10.1		Offer letter, dated January 5, 2016, between American Science and Engineering, Inc. and Diane J. Basile.
10.2		Form of Change in Control & Severance Agreement, effective April 1, 2014 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2014 and incorporated herein by reference).
99.1		Press Release of American Science and Engineering, Inc., dated January 11, 2016, announcing the appointment of a new chief financial officer.

 

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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.

 

 

	AMERICAN SCIENCE AND ENGINEERING, INC.
Date: January 11, 2016	By:	/s/ Charles P. Dougherty
		Charles P. Dougherty
		President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
Number		(and Statement of Incorporation by Reference, if Applicable)
10.1		Offer letter, dated January 5, 2016, between American Science and Engineering, Inc. and Diane J. Basile
10.2		Form of Change in Control & Severance Agreement, effective April 1, 2014 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2014 and incorporated herein by reference).
99.1		Press Release of American Science and Engineering, Inc., dated January 11, 2016, announcing the appointment of a new chief financial officer.

 

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EXHIBIT 10.1

 

December 29, 2015

Revised on January 5, 2016

 

Ms. Diane J. Basile

28 Murray Lane

Harvard, MA  01451

 

Dear Diane:

 

It has been my pleasure to get acquainted over the last several weeks discussing the opportunity to have you join American Science & Engineering. We are truly excited with the prospect of having you join our team and feel strongly it will be a mutually rewarding relationship.

 

On behalf of American Science and Engineering, it is my pleasure to extend the offer to you to join American Science and Engineering, Inc., (“AS&E”) as Senior Vice President, Chief Financial Officer and Treasurer, reporting to Chuck Dougherty. The details of your offer are as follows:

 

Base Salary: Biweekly rate of $10,769.24 ($280,000 if annualized).

 

FY17 Short-Term Incentive Program: This program provides the opportunity for you to earn an annual bonus of up to 60% of your base salary, contingent on the Company’s performance, employee performance and service in the bonus year.  One half of the FY17 target bonus will be guaranteed and issued in the form of Restricted Stock Units subject to the terms and conditions of AS&E’s 2014 Equity and Incentive Plan and pending the approval of the Board of Directors. The vesting will occur on the date the FY17 STIP plan is certified, or on May 31, 2017, whichever occurs first, provided you remain employed by the Company and are in good standing at the time of vesting.

 

FY17 Long-Term Incentive Program: This program provides the opportunity for you to earn a bonus of up to 140% of your base salary over the plan performance period, contingent on plan goal attainment.

 

Employee Benefits Plan: As a full-time regular employee of AS&E, you are immediately eligible to participate in our employee benefits plan, which includes Medical Insurance, Dental Insurance, Vision Insurance, Life Insurance, Short and Long Term Disability, and paid holidays. You are eligible to accrue 20 days of vacation per year.

 

401(k) Plan:  The Company also offers a 401(k) savings and retirement plan with a Company match of 50% on the first 6% of employee contributions. Beginning immediately, provided you are at least 21 years of age, you will also be eligible to join AS&E’s 401(k) plan with Putnam Investments which includes a biweekly AS&E cash match based upon your biweekly contribution level and the Company’s profitability. Unless you opt out of the 401(k) program, or unless you specify a different contribution amount, three percent of your biweekly earnings will be payroll deducted, pre-tax, and deferred into the Company designated Putnam fund on your behalf.

 

As a condition of your employment, you must certify to us that you are free to enter into and fully perform the duties of your position and that you are not subject to an employment, confidentiality, non-competition or other agreement that would restrict your performance for AS&E.  You further must certify that your signing this letter of your employment with AS&E  does not violate any order, judgment or injunction applicable to you, or conflict with or breach any agreement to which you are a party or by which you are bound.  You also agree to sign and abide by the standard AS&E policies as presented upon hire and updated from time to time.

 

This employment offer is subject to your authorization to work as required by the Immigration Reform and Control Act of 1986; an I-9 verification form and a list of acceptable documents are enclosed. Please bring only original documents to Human Resources on your first day of employment for I-9 verification.

 

In addition, because some of our work is subject to government regulations, all employees are required to provide proof of citizenship. Therefore you will need to bring a Passport, Birth Certificate or a Naturalization Certificate with you to your new employee orientation on your first day.

 

 

In recognition of Personal Data Privacy laws you consent to: a) the processing of sensitive personal data about you to the limited extent, and for the purposes, necessary for the administration of your employment, such as but not limited to payroll and benefits; and b) the transfer worldwide of personal data held about you by AS&E to other employees and offices of AS&E’s worldwide organization and to third parties where disclosure to such third parties is required in the normal course of business or by law. Information “relating to you” or “about you” includes information about third parties such as your spouse and children (if any) which you provide to AS&E on their behalf. “Sensitive personal data” is the various categories of personal data identified by European and other data privacy laws.

 

AS&E is an Equal Opportunity and Affirmative Action Employer. If you are an individual with a disability or you are a veteran and would like us to be aware of your status, please complete the enclosed Voluntary Status Disclosure form and return it to the Human Resources Department.

 

Diane, we have assembled an outstanding team of people committed to providing the best in class practices and we would be pleased if you joined us. Beyond that, I feel that you will enjoy working with us here at AS&E. If you have any questions concerning the position or our Company policies, please do not hesitate to call me at 978-495-9200.

 

This revised offer will expire on January 7, 2016.  We look forward to your positive reply.

 

Sincerely,

 

 

/s/Lanning L. Levine
Lanning L. Levine
Senior Vice President, Human Resources

 

enclosures

 

 

ACCEPTED:

 

 

 

EXHIBIT 99.1

 

American Science and Engineering, Inc. Appoints New Chief Financial Officer

 

Accomplished Operational Finance Executive Diane Basile Joins AS&E

 

BILLERICA, Mass. — January 11, 2016 — American Science and Engineering, Inc. (“AS&E”) (Nasdaq: ASEI), a leading worldwide supplier of innovative X-ray detection solutions, announced the appointment of Diane Basile as Senior Vice President, Chief Financial Officer (CFO), and Treasurer of the Company, effective today. Basile will report to Chuck Dougherty, AS&E’s President and Chief Executive Officer.  She succeeds Kenneth Galaznik, who has served in those roles since 2008 and is retiring following the end of the current fiscal year, as previously announced.  Galaznik will continue to serve as a Senior Vice President of the Company and will work in an advisory capacity to ensure a seamless transition.

 

“Diane has a wealth of varied industry experience in large operational finance roles as well as an extensive background in investor relations and mergers and acquisitions that will be beneficial to the Company’s day-to-day operations and long-term strategy,” said Dougherty. “Her expertise in these areas will help us continue to drive our strategic initiatives, accelerate our growth efforts, and enhance shareholder value.”

 

Dougherty continued, “Ken has been an important member of the AS&E leadership team and will continue to be a key contributor to the Company as he works with Diane on the transition. On behalf of the Company, I’d like to thank Ken for his many contributions and years of service.”

 

Prior to joining the company, Basile served as CFO of Intronis, a leading provider of backup and data protection solutions. Previously, she was Vice President of Finance for Nuance Communications’ Healthcare Division, a $900 million global business unit for health information technology, and held senior financial posts at technology firms including Mercury Computer and PerkinElmer. Basile holds the Chartered Financial Analyst® designation and is a member of Boston Security Analysts Society, a member society of CFA Institute. She earned a Master of Science in Finance from Boston College and a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania.

 

About AS&E

 

American Science and Engineering, Inc. (AS&E) is the trusted global provider of threat and contraband detection solutions for ports, borders, military, critical infrastructure, law enforcement, and aviation. With over 50 years of experience, AS&E offers proven, advanced X-ray inspection systems to combat terrorism, drug smuggling, illegal immigration, and trade fraud. AS&E systems are designed in a variety of configurations for cargo and vehicle inspection, parcel inspection, and personnel screening. Using a combination of technologies, these systems provide superior detection capabilities, with high-energy, dual-energy, and Z Backscatter® X-rays — pioneered by AS&E. Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects.

 

Public Relations Contact:

Dana Harris	Laura Berman
Red Javelin Communications, Inc.	American Science and Engineering, Inc.
978-440-8392	978-262-8700
[email protected]	[email protected]

 

Safe Harbor Statement: The foregoing press release contains statements concerning AS&E’s financial performance, markets and business operations that may be considered “forward-looking” under applicable securities laws.  AS&E wishes to caution readers of this press release that actual results might differ materially from those projected in any forward-looking statements. Factors which might cause actual results to differ materially from those projected in the forward-looking statements contained herein include the following: significant reductions, delays or cancellations (in full or in part) in procurements of the Company’s systems by the United States and other governments; disruption in the supply of any source component incorporated into AS&E’s products; litigation seeking to restrict the use of intellectual property used by the Company; limitations under certain laws on the Company’s ability to protect its own intellectual property; potential product liability claims against the Company; global political trends and events which affect public perception of the threat presented by drugs, explosives and other contraband; global economic developments and the ability of governments and private organizations to fund purchases of the Company’s products to address such threats; the potential insufficiency of Company resources, including human resources, capital, plant and equipment and management systems, to accommodate any future growth; technical problems and other delays that could impact new product development and the Company’s ability to adapt to changes in technology and customer requirements; competitive pressures; lengthy sales cycles both in United States government procurement and procurement abroad;  future delays in federal funding, the market price of the company’s stock prevailing from time to time, the nature of other investment opportunities presented to the company from time to time,  the company’s cash flows from operations and market and general economic

 

 

conditions. These and certain other factors which might cause actual results to differ materially from those projected are detailed from time to time in AS&E’s periodic reports and registration statements filed with the Securities and Exchange Commission, which important factors are incorporated herein by reference. AS&E undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the “Risk Factors” set forth in the Company’s most recent Form 10-Q and Form 10-K,  which further detail and supplement the factors described in this Safe Harbor Statement.  Among other disclosures, the Risk Factors disclose risks pertaining to that portion of the Company’s business that is dependent on United States government contracting as well as international customers.