SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
March 9, 2006
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
1-10655 23-1714256
(Commission File Number) (IRS Employer Identification Number)
County Line Industrial Park
Southampton, Pennsylvania 18966
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 355-9100
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 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NON-EMPLOYEE DIRECTOR OPTION GRANTS
On February 28, 2006, the Compensation Committee of the Board of
Directors approved the grant of the following number of options to purchase the
Company's common stock at an exercise price of $5.12 per share, the closing
price of the Company's common stock on February 28, 2006. The options were
granted pursuant to the Company's 2005 Non-Employee Director Stock Option Plan
and each of the recipients is a non-employee Director of the Company. The
options will expire on February 28, 2016 and were immediately vested. A copy of
the Company's current form of stock option agreement is included as Exhibit 10.1
of this Current Report on Form 8-K.
NAME AND POSITION SHARES
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George K. Anderson, Director 50,000
Howard W. Kelley, Director 25,000
Alan Mark Gemmill, Director 5,000
ITEM 8.01 OTHER EVENTS
On March 9, 2006, the Company issued 12,338 shares of its common stock
to Sonny Callahan pursuant to a Service Contract, dated as of October 24, 2005,
by and between the Company and Sonny Callahan and Associates LLC, which was
previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on January 26, 2006. The shares of common stock issued to Sonny Callahan
were valued, in the aggregate, at $9,000 per month for the period beginning
August 1, 2005 and ending February 28, 2006 and were calculated each month by
averaging the closing prices of the Company's common stock as reported on the
American Stock Exchange for the last five trading days of the preceding month.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Form of Stock Option Agreement.
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 thereunto duly authorized.
ENVIRONMENTAL TECTONICS CORPORATION
Registrant
Date: March 13, 2006 By: /s/ Duane D. Deaner
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Duane D. Deaner
Chief Financial Officer
Exhibit Index
10.1 Form of Stock Option Agreement.