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): July 5, 2005
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Advanced Photonix, Inc
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-11056 33-0325836
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1240 Avenida Acaso, Camarillo, California 93012
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (805) 987-0146
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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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective July 5, 2005, the Board of Directors of Advanced Photonix, Inc.
("API") elected Robin F. Risser, 54, Lance Brewer, 47, and Donald Pastor, 51, to
the board of directors of API.
Mr. Risser co-founded and was the Chief Executive Officer and a member of the
board of directors of Picometrix, Inc. ("Picometrix") from 1992 until its
acquisition by API in May 2005. Mr. Risser earned an MBA from the University of
Michigan in 1978 and passed the CPA exam in 1975.
Mr. Risser is currently employed as the President and General Manager of API's
Picometrix business unit at base salary of $185,000 per year and a bonus to be
determined and approved by the board of directors of API. In May 2005, Mr.
Risser was appointed to the position of Chief Financial Officer of API. Upon the
signing of the employment agreement, Mr. Risser received a signing bonus of
$30,000. In addition, the agreement provides that API's board of directors will
use its reasonable best efforts to cause Mr. Risser to be elected to the board
of directors as soon as reasonably possible after the date of execution of the
employment agreement. Mr. Risser will be nominated to become a director of API
at its 2005 annual shareholders meeting.
As a result of API's acquisition of Picometrix, Mr. Risser, as a stockholder of
Picometrix, received a portion of the consideration paid, including 868,333
shares of API's common stock and a four-year API promissory note in the
aggregate principal amount of $966,833 (the "API Note"). The API Note is payable
in four annual installments with the first being a payment of $166,667, the
second being a payment of $183,333, the third being a payment of $300,000 and
the fourth being a payment of $316,833. The API Note bears an interest rate of
prime plus 1.0% and is secured by all of the intellectual property of
Picometrix. API has the option of prepaying the API Note without penalty. In
addition to the API Note, Mr. Risser received approximately $1,1800,000 as
consideration for the sale of Picometrix to API.
Mr. Pastor is currently Executive Vice-President of Operations and Chief
Financial Officer of Telephonics Corporation. He is also the Chief Executive
Officer of TLSI, a wholly owned subsidiary of Telephonics. Mr. Pastor has thirty
years experience in a variety of Financial, Administrative and Operational
positions in high technology and defense related industries. Mr. Pastor holds a
B.S. degree in Marine Engineering from the U.S. Merchant Marine Academy and an
M.B.A. from Loyola College in Baltimore.
Mr. Brewer is founder and partner at Brewer & Brewer Law firm since 1989. Brewer
& Brewer is headquartered in Newport Beach, California and employs 25 people,
with a focus on representation of financial institutions, business litigation,
business acquisitions and insurance defense. Mr. Brewer is a graduate of the
University of Utah, Cum Laude. Mr. Brewer is currently the primary campaign
strategist for Marilyn C. Brewer of California, for US Congress.
Neither Mr. Brewer nor Mr. Pastor has engaged in any transaction during the past
two years, nor is there any contemplated transaction in which either Mr. Brewer
or Mr. Pastor have a direct or indirect interest, in which an amount involved
exceeds $60,000. The board of directors of API has determined that Mr. Brewer
and Mr. Pastor are independent within the meaning of the Securities Exchange Act
Rule 10A-3 and within the applicable American Stock Exchange definition of
independence. Mr. Brewer and Mr. Pastor will be nominated to become directors of
API at its 2005 annual shareholders meeting.
None of Mr. Risser, Mr. Brewer or Mr. Pastor has been appointed to a committee
at this time, although it is anticipated that Committee assignments may be
considered at upcoming board meetings. A copy of the press release announcing
the election of Mr. Risser, Mr. Brewer and Mr. Pastor to the board of directors
is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Exhibit
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99.1 Press Release of API dated July 6, 2005.
SIGNATURES
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 thereunto duly authorized.
ADVANCED PHOTONIX, INC.
By: /s/ Richard Kurtz
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Richard Kurtz, Chief Executive Officer
Dated: July 6, 2005
Exhibit Index
Exhibit No. Exhibit description
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99.1 Press Release of API dated July 6, 2005