Form 8-K CLEARSIGN COMBUSTION For: Feb 06

---

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 6, 2015

 

---

 

CLEARSIGN COMBUSTION CORPORATION

(Exact name of registrant as specified in Charter)

  

Washington		001-35521		26-2056298
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

 

 

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of Principal Executive Offices)

 

206-673-4848

(Issuer Telephone number)

  

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 (see General Instruction A.2 below).

 

¨

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 CFR240.14a-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-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

---

 

 

Item 5.02

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

 

On February 6, 2015, Mr. Jeffrey Ott was appointed to the Board of Directors of ClearSign Combustion Corporation (the “Company”). Mr. Ott was also appointed as the Chairperson of the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee. The Company’s Board of Directors has determined that Mr. Ott qualifies as an independent director as defined under section 5605(a)(2) of the NASDAQ Listing Rules.

 

Mr. Ott was not appointed as a result of any arrangement or understanding between him and any other persons. Mr. Ott and the Company have not entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

The information regarding the compensation of independent directors is included under “Compensation of Directors” on pages 12 through 13 of the definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2014, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

 

On February 10, 2015, the Company issued a press release disclosing Mr. Ott’s appointment to the Board of Directors. The Company’s press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing made under the Securities Act except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

  

(d)	Exhibits.
99.1	Press Release issued February 10, 2015
99.2	Portions of the Company’s definitive proxy statement filed March 18, 2014 (incorporated by reference into item 5.02 of this report)

 

 

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.

 

 

Dated:  February 12, 2015	CLEARSIGN COMBUSTION CORPORATION
	By:	/s/ James N. Harmon
		James N. Harmon
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

  

FOR IMMEDIATE RELEASE

 

 

Jeffrey L. Ott Joins ClearSign Board of Directors

 

 

SEATTLE, February 10, 2015 – ClearSign Combustion Corporation (NASDAQ: CLIR), an emerging leader in combustion and emissions control technology for industrial, commercial and utility markets, today announced the appointment of Jeffrey L. Ott as an independent director of the Company, effective immediately.

 

Mr. Ott is the President and Chief Executive Officer of Quest Integrity Group, LLC, a platform company and a subsidiary of Team, Inc. (NYSE:TISI), with operations in advanced inspection and engineering assessment of critical energy infrastructure in the process, pipeline, production and power sectors.

 

"Jeff's broad experience in the energy industry along with his depth of knowledge in investment banking will add a valuable perspective to our Board of Directors," said Stephen E. Pirnat, ClearSign Chairman and CEO. "We appreciate his willingness to serve as a director and look forward to benefitting from his judgment and counsel."

 

Mr. Ott has been involved with high-growth, industrial technology companies for over 25 years as an investor, director, advisor, and financier. His industry focus has included energy, automotive performance, software, process controls and NDT/E instrumentation. As a general partner at Gryphon Investors, he was responsible for managing the group's middle market-focused technology investment interests. Mr. Ott previously managed the west coast private equity effort and technology investments as a general partner at Deutsche Bank Capital Partners and prior to that, led the global convertible and equity-linked capital markets effort for Bankers Trust. He began his career as an engineer in the Operations Analysis group at Rockwell International's North American Aircraft. Mr. Ott holds a B.S. in Engineering Management and Operations Research from Southern Methodist University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College.

  

About ClearSign Combustion Corporation

 

ClearSign Combustion Corporation designs and develops technologies that aim to improve key performance characteristics of combustion systems including energy efficiency, emissions control, fuel flexibility and overall cost effectiveness. Our patent-pending Duplex™ and Electrodynamic Combustion Control™ platform technologies improve control of flame shape and heat transfer and optimize the complex chemical reactions that occur during combustion in order to minimize harmful emissions. For more information about the Company, please visit www.clearsign.com

 

 

Cautionary note on forward-looking statements

 

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the completion, timing and size of the proposed public offering. Such forward looking statements involve risks and uncertainties, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering. Such statements involve known and unknown risks that relate to future events or future financial performance and the actual results could differ materially from those discussed in this communication. There can be no assurance that ClearSign will be able to complete the proposed public offering. Risks and uncertainties that may cause ClearSign’s actual results to differ materially from those discussed in this communication can be found in the “Risk Factors” section of ClearSign’s Form 10-K, Forms 10-Q and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof, and ClearSign assumes no responsibility to update or revise any forward-looking statements contained in this communication to reflect events, trends or circumstances after the date of this communication.

 

 

 

For further information:

Media:

Alberto Gestri

Antenna Group for ClearSign

+1 415-464-6319

[email protected]

 

Investor Relations:

+1 206-673-4848

[email protected]

 

 

 

Exhibit 99.2

 

pp 12 through 13 of definitive proxy statement

 

Compensation of Directors

 

ClearSign’s director compensation program for independent directors consists of cash and equity-based compensation. The equity component of the Company’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our shareholders.

 

Under provisions adopted by the Board of Directors, each independent director receives quarterly compensation of $12,500 in cash and $12,500 worth of common stock. Common stock is granted annually at the last sale price of the Company’s stock on the date of grant and escrowed for quarterly distribution.

The Company's non-independent directors currently do not receive an annual stipend. All directors are reimbursed for ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with the Company’s expense reimbursement procedure applicable to all employees of the Company.

 

The independent directors are not eligible to participate in the Company’s employee benefit plans, including the retirement plan.

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• ClearSign Technologies (CLIR) Appoints David Maley to its Board
• UPM Interim Report Q1 2024: A positive start to the year, growth investments contributed to earnings
• Canadian Pink Floyd Tribute Band Floydium Performance At Summer Venues Announced