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 Earliest Event Reported
August 12, 2010
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
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| 1-10655
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23-1714256 |
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(IRS Employer Identification Number) |
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| County Line Industrial Park |
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| Southampton, Pennsylvania
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18966 |
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(Zip Code) |
Registrant’s telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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 1.01. |
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Entry into a Material Definitive Agreement. |
On August 10, 2010, Environmental Tectonics Corporation (“ETC” or the “Company”) entered into
an agreement (“Stock Repurchase Agreement”) with H.F. Lenfest to repurchase and retire 500 shares
of Series E Preferred Stock currently owned by Lenfest. The repurchase price is the stated price
of $1,000.00 per share, or $500,000.00 in the aggregate. Following this repurchase, Lenfest will
hold 22,241 shares of Series E Preferred Stock. The Series E Preferred Stock provides for a
dividend equal to ten percent (10%) per year and is convertible into shares of the Company’s common
stock at a conversion price equal to $2.00 per common share.
Lenfest is a member of ETC’s Board of Directors and a significant shareholder of the Company.
As Lenfest is a related party, as defined by SEC regulations, ETC’s Audit Committee comprised of
independent directors approved the terms and conditions of the Stock Repurchase Agreement.
Incorporation by Reference
The foregoing description of the Stock Repurchase Agreement is qualified in its entirety by
reference to such Agreement. A copy of the Stock Repurchase Agreement
is filed as Exhibit 9.01 and
is incorporated herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed herewith:
9.01 Stock Repurchase Agreement.
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