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)
August
8,
2007
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51696
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20-1372858
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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5
HOUSTON CENTER
1401
McKINNEY STREET, SUITE 900
HOUSTON,
TX 77010-4035
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant's
telephone number, including area code)
N/A
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(c) On
August
7, 2007, the Board of Directors of Trulite, Inc., or the Board, appointed Ron
Seftick as its President. Before joining the company, Mr. Seftick, age 54,
served from May 2007 to August 2007 as a private consultant to Trulite. From
2003 through 2006, Mr. Seftick served as the Vice President of the Large Systems
Business of American Power Conversion. From 2002 through 2003, Mr. Seftick
was
the President of Wagner Systems headquartered in Markdorf, Germany, responsible
for the Industrial Division for the America's. From 2000 to 2002, Mr.
Seftick was the Executive Vice President for GE-Zenith Controls. From 1987
through 1999 Mr. Setick worked for Zenith Controls, rising to the position
of
Executive Vice President in 1997. Mr. Seftick had growing executive roles within
General Electric at GE Supply Co. and the Apparatus Distribution Sales Division.
Mr. Seftick is a graduate of Washington and Jefferson College where he earned
a
B.A. in Economics. Mr. Seftick is a past president of the Electrical
Generating Systems Association where he also served as Chairman of the Board.
Additionally, Mr. Seftick has held advisory roles to NEMA, 7X24, and Power
Gen
International.
Jonathan
Godshall, who was previously our President and Chief Executive Officer, will
continue to serve as our Chief Executive Officer.
(e)
On
August
8, 2007, in connection with Mr. Seftick’s appointment, we entered into an
employment agreement with Mr. Seftick, pursuant to which Mr. Seftick will be
employed for an initial term of twelve months effective beginning on July 31,
2007. Under the employment agreement, Mr. Seftick will receive an annual base
salary of $220,000, a retention bonus of $20,000 payable in four quarterly
installments of $5,000 each (September 30, 2007; December 31, 2007; March 31,
2008 and June 30, 2008) as long as Mr. Seftick is still employed by us at each
payment date. Mr. Seftick will be eligible to participate in a cash incentive
plan with a target bonus of fifty percent of his actual salary paid during
2007,
based on achieving the objectives of the plan, which are currently being
developed by the company, with Mr. Seftick’s input. In
addition, the company intends to provide Mr. Seftick either a compensation
package to cover Mr. Setick’s expenses related to relocating should he do so, or
to reimburse Mr. Seftick for his expenses related to commuting to appropriate
company locations should he not relocate. The
employment agreement provides that if Mr. Seftick is terminated without cause
or
if he terminates for good reason (as such terms are defined in the employment
agreement), then he will be entitled to receive his base salary for six months
following such termination and his unexercised unvested stock options
will continue to vest in accordance with the regular vesting schedule for
twelve months following such termination. In addition, if the company
elects not to renew Mr. Seftick’s employment within twelve months of the
effective date, he will receive as a severance package his base salary in effect
at that time for a period of one hundred eighty days.
Additionally,
on August 8, 2007, we entered into a confidential information, invention
assignment and non-competition agreement with Mr. Seftick, whereby he agrees
to
assign to the company any rights to patents, inventions and other intellectual
property developed during his employment or consulting relationship with the
company, not disclose confidential information of the company to third parties,
not compete with the company or solicit employees or consultants of the company
for a period of twelve months following his termination for any
reason.
Subject
to approval by the compensation committee and a determination of fair market
value, on August 7, 2006 the Board approved a future grant to Mr. Seftick of
a
stock option to acquire 750,000 shares of our common stock that, subject to
such
approval, will vest in equal installments on each of May 15, 2008, May 15,
2009,
May 15, 2010 and May 15, 2011, provided that Mr. Seftick is employed with us
on
each vesting date and subject to certain other exceptions. As proposed, the
stock option would expire on August 7, 2014 and would automatically vest upon
a
change in control, merger or buyout of the company.
(d) Exhibits.
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Exhibit
No.
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Description
of Exhibit
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None
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TRULITE,
INC.
(Registrant)
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Dated:
August 13, 2007
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By:
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/s/
Jonathan H. Godshall
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Name:
Jonathan
H. Godshall
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Title:
Chief Executive Officer
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