エドガーで原本を確認する
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): August 31, 2023
BK TECHNOLOGIES CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada |
001-32644 |
83-4064262 |
||
(State or other jurisdiction of |
(Commission |
(IRS Employer |
||
incorporation or organization) |
File No.) |
Identification Number) |
7100 Technology Drive, West Melbourne, FL |
32904 |
|
(Address of principal executive offices) |
(Zip Code) |
(321) 984-1414
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.60 per share |
BKTI |
NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2023, BK Technologies Corporation, a Nevada corporation (the “Company”) commenced an executive salary swap program (the “Salary Exchange”) pursuant to which the Company’s executive officers (including its principal executive officer and principal financial officer) were provided the option to prospectively exchange a portion of such executive officer’s salary otherwise payable in cash for the 12-month period beginning on September 1, 2023 and ending on August 31, 2024 (the “Exchange Period”) for a grant of restricted share units (“RSUs”). Under the Salary Exchange, each $10.00 of cash salary forfeited is exchanged for one RSU, with each RSU representing a contingent right to receive one share of the Company’s Common Stock, par value $0.60 per share, at a price of $10.00 per share, rounded down to the nearest whole RSU. To be eligible to participate in the Salary Exchange, the Company’s executive officers must have elected to exchange at least 10% but not more than 50% of their salary for the Exchange Period.
The Company’s Chief Executive Officer, John Suzuki, and Chief Financial Officer, Scott Malmanger, each elected to participate in the Salary Exchange with Mr. Suzuki electing to prospectively exchange 50% of his salary during the Exchange Period for the grant of 11,730 RSUs and Mr. Malmanger electing to prospectively exchange 10% of his salary during the Exchange Period for the grant of 1,785 RSUs. All such RSUs will be issued in equal quarterly installments and will vest immediately. The other terms and conditions will be governed by the terms and conditions of the Company’s 2017 Incentive Compensation Plan and the RSU agreements entered into thereunder. No other executive officers elected to participate in the Salary Exchange.
Item 7.01 Regulation FD Disclosure
On September 7, 2023, the Company issued a press release announcing the Salary Exchange. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
|
Press Release, dated September 7, 2023, issued by the Company |
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
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.
|
BK TECHNOLOGIES CORPORATION |
|
|
|
|
|
|
Date: September 7, 2023 |
By: |
/s/ Scott A. Malmanger |
|
|
Scott A. Malmanger |
|
|
|
Chief Financial Officer |
|
|
3 |
EXHIBIT 99.1
BK Technologies Board, Chief Executive Officer and Chief Financial Officer Elect to Receive Common Stock in lieu of Cash Compensation
WEST MELBOURNE, FL, September 7, 2023 / BK Technologies Corporation (NYSE American: BKTI) today announced that the Company’s Board of Directors will be compensated entirely in BK Technologies common stock for their services in fiscal year 2023. In addition, the Company announced that its Chief Executive Officer has elected to receive 50% of his base salary in Restricted Share Units ("RSUs”) and its Chief Financial Officer elected to receive 10% of his base salary in RSUs.
Kyle Cerminara, Chairman of BK Technologies, commented, “The Board and top executives of BK have elected to be compensated in common stock as a reflection of our confidence in the Company’s future success and reinforces our alignment with our shareholders. Furthermore, this change will allow the Company to focus additional capital on maximizing the growth opportunities available in the market. BK continues to break sales and delivery records each quarter, and as we expand our new product and service offerings, including our BKR 9000 multiband radio and our suite of SaaS based public safety communications applications, our addressable market is poised to extend even further. My fellow directors and I are pleased to be receiving our compensation in BK Technologies stock, and we look forward to driving growth and value for our shareholders throughout 2023 and beyond.”
About BK Technologies
BK Technologies Corporation manufactures high-specification, American-made communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies. BK Technologies SaaS business focuses on new, innovative public safety smartphone services that will make the first responders safer or more productive. BK Technologies is honored to serve these heroes when every moment counts. The Company’s common stock trades on the NYSE American market under the symbol “BKTI”. Maintaining its headquarters and primary manufacturing facility in West Melbourne, Florida, BK Technologies can be contacted through its web site at www.bktechnologies.com or directly at 1-800-821-2900.
| 1 |
Forward-Looking Statements
This press release contains certain forward-looking statements that are made pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the Company's operations, economic performance, and financial condition, including, but not limited to the Company's long-term strategic plan, and are based largely on the Company's beliefs and expectations. These statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: changes or advances in technology; the success of our land mobile radio product line and SaaS business segment; disruption in the global supply chain creating delays, unavailability and adverse conditions; successful introduction of new products and technologies, including our ability to successfully develop and sell our new multiband product and other related products in the BKR Series product line and the Company's SaaS solutions; competition in the land mobile radio industry; general economic and business conditions, including higher inflation and its impacts, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health epidemics or pandemics and catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers; risks associated with fixed-price contracts; heavy reliance on sales to agencies of the U.S. Government and our ability to comply with the requirements of contracts, laws and regulations related to such sales; allocations by government agencies among multiple approved suppliers under existing agreements; our ability to comply with U.S. tax laws and utilize deferred tax assets; our ability to attract and retain executive officers, skilled workers and key personnel; our ability to manage our growth; our ability to identify potential candidates for, and to consummate, acquisition, disposition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation; impact of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health epidemics or pandemics and catastrophic events on the companies in which the Company holds investments; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; impact of rising health care costs; our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments' trade and tariff policies; our inventory and debt levels; protection of our intellectual property rights; fluctuation in our operating results and stock price; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems; availability of adequate insurance coverage; maintenance of our NYSE American listing; risks related to being a holding company; and the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the Company's subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statement.
Company Contact:
IMS Investor Relations
John Nesbett/Jennifer Belodeau
bktechnologies@imsinvestorrelations.com
(203) 972-9200
| 2 |