winlandq3earnings.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 29,
2007
WINLAND
ELECTRONICS, INC.
(Exact
name of registrant as specified in its charter)
Minnesota
(State
or
Other Jurisdiction of Incorporation)
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1-15637
(Commission
File Number)
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41-0992135
(IRS
Employer
Identification
No.)
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1950
Excel Drive
Mankato,
Minnesota 56001
(Address
of Principal Executive Offices) (Zip Code)
(507)
625-7231
(Registrant’s
telephone number, including area code)
Not
Applicable
(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
2.02 Disclosure of Results of Operations and Financial
Condition.
On October
30, 2007, Winland Electronics, Inc. issued a press release announcing its
2007 third quarter financial results. The full text of the press release is
set forth in Exhibit 99.1 attached hereto and is incorporated in this Report
as
if fully set forth herein.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Chief Executive Officer.
On
October 30, 2007, the Company announced that Lorin Krueger will resign his
position as Chief Executive Officer effective January 2, 2008. The
Company’s board of directors and Mr. Krueger will immediately commence a
leadership transition process to identify Mr. Krueger’s
successor. The Company issued a press release on October 30, 2007
regarding Mr. Krueger’s resignation which press release is attached to this Form
8-K as Exhibit 99.2.
Separation
Agreement with Mr. Krueger.
Effective
October 29, 2007, the Company entered into a Separation Agreement with Mr.
Krueger pursuant to which Mr. Krueger’s employment will terminate as of the
close of business on January 2, 2008. Mr. Krueger will continue as a
director of the Company until the end of his term at the next annual meeting
of
the shareholders of the Company currently expected to occur in May
2008. Pursuant to the Separation Agreement, the Company has agreed to
pay to Mr. Krueger on or before the close of business on January 3, 2008,
a lump
sum of $196,625, equal to 13 months of Mr. Krueger’s current base salary,
subject to required and authorized deductions and withholdings. In
addition, the Separation Agreement provides that the Company shall pay (i)
the
Company’s share of COBRA coverage for Mr. Krueger for six months, (ii) the
Company’s regular Health Savings Account contribution for 2008 of approximately
$2,500; (iii) the cash equivalent of all accrued, unused paid time off to
which
Mr. Krueger is entitled, permitting contributions therefrom to the Company’s
Health Savings Account and 401(k) plans to the extent allowed by the plans;
(iv)
the Company’s matching contribution to the 401(k) plan for 2008 for Mr. Krueger
according to the plan terms; (v) reasonable legal fees up to $1,000 as needed
to
facilitate the sale of Mr. Krueger’s stock in the Company; (vi) reasonable
professional fees of up to $1,000 to reimburse Mr. Krueger for fees incurred
in
the preparation of his 2007 tax return; and (vii) up to $5,000 to reimburse
Mr.
Krueger for career transition services as well as club dues and sporting
event
tickets. The Separation Agreement also includes a release by Mr.
Krueger of any claims that he may have against the Company as of the date
of the
Agreement.
Mr.
Krueger is entitled by law to rescind the Separation Agreement at any time
within fifteen (15) days of October 29, 2007.
The
Separation Agreement is attached to this Form 8-K as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements: None.
(b)
Pro
forma financial information: None.
(c)
Shell
company transactions: None.
(d)
Exhibits:
10.1
Separation agreement between the Company and Lorin E. Krueger dated October
29,
2007
99.1
Press
release dated October 30, 2007 announcing Winland's financial results for
the period ended September 30, 2007
99.2
Press
release dated October 30, 2007 announcing Lorin Krueger's resignation effective
January 2, 2008
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:
October 30, 2007
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WINLAND
ELECTRONICS, INC.
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By:
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/s/
Lorin E. Krueger
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Lorin
E. Krueger
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President
and Chief Executive Officer
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
EXHIBIT
INDEX TO FORM 8-K
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Date
of Report:
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Commission
File No.:
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October
30, 2007
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1-15637
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WINLAND
ELECTRONICS, INC.
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EXHIBIT
NO.
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ITEM
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| 10.1 |
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Separation
agreement between the Company and Lorin E. Krueger dated October 29,
2007 |
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99.1
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Press
release dated October 30, 2007 announcing Winland's financial results
for the period ended September 30, 2007
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| 99.2 |
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Press
release dated October 30, 2007 announcing Lorin Krueger's resignation
effective January 2, 2008
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