Form 8-K TAYLOR DEVICES INC For: Apr 11

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

April 11, 2019
Date of Report (Date of earliest event reported)

 

TAYLOR DEVICES, INC.

(Exact name of registrant as specified in its charter)

 

New York	0-3498	16-0797789
(State or other jurisdiction   of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

90 Taylor Drive, North Tonawanda, New York		14120-0748
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number

, including area code: (716) 694-0800

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [ ]

 

 

 

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

The Board of Directors has appointed Timothy R. Sopko, age 53, to the role of Chief Executive Officer of the Company beginning April 29, 2019. Mr. Sopko is the former Vice President and General Manager of Carleton Technologies Inc. (d.b.a. Cobham Mission Systems) in Orchard Park, New York, a Department of Defense Contractor with annual revenues in excess of $200 million. Prior to becoming Vice President and General Manager at Carleton in 2014, Mr. Sopko, held positions of increasing responsibility including, General Manager, Director of Engineering and Programs, Director of Engineering and Director of Business Development.

In connection with his employment, the Company provided an offer letter, dated as of March 18, 2019, which provides Mr. Sopko the following key compensation and benefits:

·

an annual base salary of $250,000;

·

an annual car allowance of $12,000;

·

eligibility to participate in the management bonus policy;

·

participation in the Company’s retirement, health and welfare, vacation and other benefit programs; and

·

eligibility for an annual incentive stock option award for 5,000 shares of the Company’s common stock

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit No.			Description
10.1			Offer Letter dated March 18, 2019 for Timothy Sopko.
99.1			Press Release dated April 11, 2019

 

 

 

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.

		TAYLOR DEVICES, INC.
		(registrant)
Date: April 11, 2019	By:	/s/ Alan R. Klembczyk
		Alan R. Klembczyk, President

 

Exhibit 10.1

 

 

 

Taylor Devices, Inc.

 

 

 

 

March 18, 2019

 

 

Timothy J. Sopko

 

 

 

Dear Timothy,

 

On behalf of Taylor Devices Inc., I am pleased to offer the position of Chief Executive Officer to you. This offer is contingent upon the successful completion of all background checks, pre-employment physical/drug test and required employment documentation.

 

Your starting base salary will be $250,000 annually and is subject to applicable taxes. Taylor Devices Inc. maintains a weekly payroll cycle every Thursday. You will receive a $12,000 yearly car allowance, paid in monthly installments. You will be included in the Management Incentive Compensation Plan beginning with the start of fiscal year, June 1, 2019. You will receive annual Incentive Stock Options for 5,000 shares of Taylor Devices, Inc. stock.

 

The company offers a comprehensive benefit package for employees, which includes: Medical, Dental, Vision, $25,000 Life Insurance, 401K, Paid Holidays, Vacation (3 weeks), and Tuition Reimbursement.

 

You will become eligible for medical/health benefits effective the 1^st of the month following your start date. You will become eligible to participate in the company’s 401k plan at the next quarterly enrollment which is October 1, 2019.

 

We are delighted to extend this offer to you to join the Taylor Devices Inc. team. We are confident you will make a significant contribution to the success of our organization and look forward to working with you.

 

 

Sincerely,

 

 

/s/ Susan Ewing

Susan Ewing

Human Resources Manager

 

With the signature below, I accept this offer for employment.

 

 

 

/s/ Timothy J. Sopko March 18, 2019

Timothy J. Sopko Date

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE:

 

PRESS RELEASE

 

TAYLOR DEVICES ADDS SENIOR MANAGER

 

NORTH TONAWANDA, NY, APRIL 11, 2019 – Taylor Devices, Inc. (NASDAQ SmallCap: “TAYD”) Taylor Devices Inc. is pleased to announce that Mr. Timothy J. Sopko will be joining the Company’s senior management team as Chief Executive Officer.

 

Mr. Sopko is the former Vice President and General Manager of Carleton Technologies Inc. (d.b.a. Cobham Mission Systems) in Orchard Park, New York, a Department of Defense Contractor with annual revenues in excess of $200 million.

 

Prior to becoming Vice President and General Manager at Carleton in 2014, Mr. Sopko, held positions of increasing responsibility including, General Manager, Director of Engineering and Programs, Director of Engineering and Director of Business Development.

 

With extensive experience in business and product development, and operations utilizing Six Sigma, Life Cycle Management, and Lean Manufacturing, Mr. Sopko will help guide the Company through its next phase of growth building upon the strong foundation that has been established.

 

Mr. Sopko is a Mechanical Engineering Graduate of The State University of New York at Buffalo and has been a member of The University’s Mechanical and Aerospace Dean’s Advisory Board since 2012.

 

Mr. Sopko and his family reside in Springville, New York.

 

Taylor’s website can be visited at: www.taylordevices.com ; with company newsletters at www.taylordevices.com/investors.

 

 

Taylor Devices, Inc.

 

Contact: Artie Regan

Regan & Associates, Inc.

(212) 587-3005 (phone)

(212) 587-3006 (fax)

[email protected]

 

 

 

 

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