================================================================================
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) July 25, 2008
ELECTRONIC SENSOR TECHNOLOGY, INC.
------------------------------------------------------
(Exact Name of the Registrant as Specified in Charter)
Nevada 000-51859 98-0372780
---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1077 Business Center Circle, Newbury Park, California 91320
-----------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (805) 480-1994
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:
[ ] 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))
================================================================================
Items 1.01 Entry into a Material Definitive Agreement.
Effective as of July 25, 2008 (the "Effective Date"), the board of directors of
Electronic Sensor Technology, Inc. (the "Registrant") accepted Barry S. Howe's
resignation as President and Chief Executive Officer and a director of the
Registrant. The terms of Mr. Howe's resignation are described in the Severance
Agreement and Mutual Release attached hereto as Exhibit 10.1, and incorporated
herein by reference, entered into between the Registrant and Mr. Howe, effective
as of the Effective Date. The Severance Agreement provides for payment of five
and one-third months' salary as severance to Mr. Howe (totaling $82,170.83) by
the Registrant.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers.
Resignation of Director, President and Chief Executive Officer
Effective as of the Effective Date, Barry S. Howe resigned as President and
Chief Executive Officer and a director of the Registrant. The terms of Mr.
Howe's resignation are more fully described in Item 1.01 hereto, which such
description is hereby incorporated by reference into this Item 5.02. On the
Effective Date, the board of directors of the Registrant resolved to decrease
the size of the board of directors from seven (7) directors to six (6)
directors; and therefore, no director will be appointed to replace Mr. Howe on
the board of directors of the Registrant.
Appointment of President and Chief Executive Officer
Effective as of the Effective Date, Teong C. Lim, currently serving as Chairman
of the Board of Directors of the Registrant, has been appointed President and
Chief Executive Officer of the Registrant. Dr. Lim, age 68, has served as a
director of Electronic Sensor Technology since January 31, 2005. Dr. Lim served
as President and Chief Executive Officer of Electronic Sensor Technology from
January 26, 2006 through July 15, 2007, and served as Vice President of
Corporate Development of Electronic Sensor Technology from February 1, 2005
through January 25, 2006. Dr. Lim was the Director of Corporate Development of
Electronic Sensor Technology, L.P. from March 1995 through August 2000 and was
the Manager of Corporate Development of Electronic Sensor Technology, L.P. from
August 2000 through February 2005. Dr. Lim has been the President of Amerasia
Technology, Inc., a subsidiary of Electronic Sensor Technology, since 1984.
Since 1997, Dr. Lim has been a director of Crystal Clear Technology, Sdn. Bhd.,
a privately-owned Malaysian company that manufactures and markets a
high-contrast liquid crystal display (LCD) product line. Dr. Lim also serves as
a director of Chatsworth Data Solutions, Inc., which is a public reporting
company. Dr. Lim received a Ph.D. in Electrical Engineering from McGill
University in 1968 and an M.B.A. from Pepperdine University in 1982.
Dr. Lim does not have any family relationships with the other directors or
executive officers of the Registrant. Neither Dr. Lim nor any member of his
immediate family have had any direct or indirect material interest in any
transaction or series of similar transactions, or any currently proposed
transaction or series of similar transactions, with the Registrant or its
subsidiaries in the last two years, which involves an amount greater than
$120,000 or one percent of the average of the Registrant's total assets at
year-end for the last three completed fiscal years.
Item 8.01 Other Events.
On July 25, 2008, the board of directors of the Registrant voted to rescind its
resolutions regarding effecting a ten (10)-to-one (1) reverse stock split, which
was more fully described in the current report on Form 8-K and the preliminary
information statement on Schedule 14C filed by the Registrant with the
Commission on July 14, 2008. As such, the Registrant will not effect such ten
(10)-to-one (1) reverse stock split. The Registrant plans to file an amended
information statement on Schedule 14C with the Commission.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
----------- -----------------------------------------------------------------
10.1 Severance Agreement and Mutual Release, effective as of July 25,
2008, between the Registrant and Barry S. Howe.
2
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.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: July 28, 2008 By: /s/ Philip Yee
------------------------------
Name: Philip Yee
Title: Secretary, Treasurer and
Chief Financial Officer