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): December
14, 2007
Advanced
Photonix, Inc.
(Exact Name of Registrant as specified in its Charter)
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Delaware
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1-11056
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33-0325836
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2925
Boardwalk, Ann Arbor, Michigan
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48104
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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Registrant's
telephone number, including area code: (734)
864-5647
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
5.02 Compensatory Arrangements of Certain Officers
On
December 14, 2007, the Compensation Committee (the “Committee”) of the Board of
Directors of Advanced Photonix, Inc. (the “Company”) adopted a written Executive
Incentive Compensation Plan (the “Plan”) based upon its existing matrix-based
incentive compensation program as previously described in the Company’s Proxy
Statement for its 2007 Annual Meeting of Stockholders (the “2007 Proxy
Statement”). The Plan is substantially identical to the Company's
incentive compensation program as described in the 2007 Proxy Statement except
for changes required for the Plan to comply with the recently adopted final
regulations adopted under Internal Revenue Code Section 409A.
The
Company’s Chief Executive Officer, Chief Financial Officer, Chief Technology
Officer and such other senior executive officers as may be determined by the
Committee from time to time are covered by the Plan. At the commencement of
each
fiscal year, the Committee will establish the financial targets and maximum
bonus that can be earned under the Plan. The financial targets are sales and
EBIT percentage (i.e.,
earnings before interest and taxes as a percentage of sales), subject to certain
adjustments as determined by the Committee. The actual bonus paid to
participants will be determined at the end of the applicable fiscal year based
on actual sales and EBIT percentage.
For
fiscal year 2008, the maximum bonus payable to the Chief Executive Officer
is
100% of annual salary for fiscal year 2008, and the maximum bonus payable to
the
Chief Financial Officer and the Chief Technology Officer is 70% of annual salary
for fiscal year 2008.
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 thereunto duly authorized.
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ADVANCED
PHOTONIX, INC. |
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By: |
/s/
Richard Kurtz |
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Richard
Kurtz, Chief Executive Officer |
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Dated:
December 17, 2007