Unassociated Document
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
Date
of
Report (Date of earliest event reported): March 26, 2008
DIGITAL
POWER CORPORATION
(Exact
name of registrant as specified in its charter)
|
California
(State
or other
jurisdiction
of
incorporation)
|
1-12711
(Commission
File No.)
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94-1721931
(I.R.S.
Employer
Identification
No.)
|
41324
Christy Street, Fremont, California 94538-3158
(Address
of principal executive offices) (Zip
Code)
(510)
657-2635
(Registrant’s
telephone number, including area code)
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):
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 1.01
Entry into a Material Definitive Agreement
The
description of Mr. Wax’s Severance Agreement in the Form 8-K is qualified
in its entirety by reference to the complete text of the Severance Agreement
as
attached hereto and incorporated by reference herein.
On
February 15, 2008, Digital Power Corporation (the “Company”) announced the
separation of employment with Mr. Jonathan Wax as its Chief Executive Officer
(Principal Executive Officer). The Company further disclosed that Mr. Wax would
continue to assist the Company on a transition basis. A copy of Mr. Wax’s
employment agreement which contains the terms for his separation is filed
herewith as Exhibit 10.13 to the Company’s Form 10-KSB for the year ended
December 31, 2006 and is incorporated herein by reference.
On
March
26, 2008, the Company announced that it has entered into a separation agreement
with Mr. Wax (the “Agreement”). Under the terms of the Agreement, Mr. Wax
shall resign, effective as of February 29, 2008 (the “Effective Date”), as a
director and executive officer of the Company and any and all other positions
he
held with the Company or its subsidiaries or other affiliates. Prior to the
Effective Date, Mr. Wax will perform such tasks as may be assigned to him by
the
Chairman of the Board of Directors of the Company or his designee.
Under
the
Agreement, Mr. Wax will receive the following separation payments:
(a) a lump sum equal to the sum of (i) Mr. Wax’s base salary
through the Effective Date to the extent not then paid and (ii) any
vacation pay and other cash entitlements accrued by Mr. Wax as of the
Effective Date to the extent not then paid; and (b) the gross sum of
$165,000 (less deductions required by law) payable in four equal quarterly
installments on April 1, 2008, July 1, 2008, October 1, 2008 and January 1,
2009. The Company will continue to pay until the earlier of (i) the date on
which Mr. Wax obtains health care coverage from another employer or source
or
(ii) one year from the Effective Date, the same portion of the costs associated
with providing group, medical, dental and vision insurance coverage to Mr.
Wax
as was paid by the Company during February 2008.
In
the
event that Mr. Wax should die before all payments described above have been
made, the Company would make the remaining payments to the Wax Family Trust.
The
foregoing summary of the Agreement is qualified in its entirety by reference
to
the full terms and conditions of the Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
In
connection with Mr. Wax’s resignation as an executive officer and director
of the Company pursuant to the terms of the Agreement as described in Item
1.01
of this Current Report on Form 8-K, the Company and Mr. Wax terminated the
employment agreement between the Company and Mr. Wax. A copy of
Mr. Wax’s employment agreement which contains the terms for his separation
is filed herewith as Exhibit 10.13 to the Company’s Form 10-KSB for the
year ended December 31, 2006 and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information described above under “Item 1.01 Entry into a Material Definitive
Agreement” is hereby incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibit 10.1 is filed as a part of this Current Report on Form
8-K.
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Exhibit
Number
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Description
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10.1
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Separation
Agreement and Release of Claims
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SIGNATURE
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.
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DIGITAL
POWER CORPORATION, |
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a California Corporation |
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| Dated:
March 28, 2008 |
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/s/
Ben-Zion Diamant, |
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Ben-Zion
Diamant,
Interim
Chief Executive Officer
(Principal
Executive Officer)
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