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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 4, 2006
CAPSTONE TURBINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-15957 95-4180883
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
21211 Nordhoff Street, Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
(818) 734-5300
(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:
[] 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))
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Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the election of Darren R. Jamison as President, Chief
Executive Officer and a director of Capstone Turbine Corporation (the
"Company"), the Company and Mr. Jamison entered into a Letter Agreement (the
"Agreement") regarding Mr. Jamison's employment with the Company as President
and Chief Executive Officer as of December 18, 2006.
The Agreement provides that Mr. Jamison will receive an annual salary of
$400,000 with an annual bonus based on performance targets of 100% of base
salary payable only in years in which the Company has an operating profit, a
special performance bonus of $100,000 to be paid upon achievement of the Company
attaining positive cash flow for any two consecutive quarters during the first
two years of employment and a signing bonus of $150,000. In the event that Mr.
Jamison is terminated without cause during the first three years of his
employment with the Company, he will be entitled to receive a termination
benefit of continuation of his base salary for one year. In lieu of this
benefit, if his employment is terminated during the first three years of
employment in connection with a change of control, he will be entitled to salary
continuation for eighteen (18) months and full acceleration of vesting of his
stock options and restricted stock. He is also eligible to be covered by the
Company's Change of Control Severance Plan (the "Change of Control Plan") which
provides that in the event an executive is terminated from the Company within
twelve months of a change in control, the executive shall be entitled to receive
annual base salary plus cash incentive compensation for the year in which the
change in control occurs; provided that Mr. Jamison will only receive benefits
under the Change of Control Plan to the extent they exceed the severance benefit
described above.
In addition, Mr. Jamison will receive a 10-year stock option grant to
purchase 2,000,000 shares of the common stock of the Company. Conditioned on
continued employment, the right to exercise the option will become 25% vested
after one year and, thereafter, will become vested pro rata each month over the
next 36 months. The exercise price for the option will be the fair market value
of the Company's common stock at the close of trading on the date his employment
commences. In addition, Mr. Jamison will receive a restricted stock grant for
500,000 shares of the Company's common stock that will become 25% vested each
year of service over four years.
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(c) Appointment of Principal Officers
On December 4, 2006 the Company entered into the Agreement, effective
December 18, 2006, providing that Darren R. Jamison, 40, will serve as
President, Chief Executive Officer and a director of the Company. Prior to
joining the Company, Mr. Jamison served as President and Chief Operating Officer
of Northern Power Systems, Inc. since 2004. Previous to Northern Power Systems,
he was Vice President and General Manager of Distributed Energy Solutions for
Stewart & Stevenson Services, Inc. from 1994 to 2003.
Mr. Jamison will receive an annual salary of $400,000, a signing bonus and
opportunities for performance bonuses, a restricted stock grant of 500,000
shares of the Company's common stock and a stock option grant to purchase
2,000,000 shares of the Company's common stock, all as further described above
under Item 1.01.
The full text of the press release issued in connection with the
announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
Number Description
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99.1(1) Press Release of Capstone Turbine Corporation, dated
December 6, 2006
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(1) Filed herewith.
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.
CAPSTONE TURBINE CORPORATION
(Registrant)
Date: December 6, 2006 By: /s/ Walter J. McBride
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Walter J. McBride
Chief Financial Officer