CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
The information included at Item 5.02 below describing the
Separation Agreement and General Release and the Consulting
Agreement entered into by ClearSign Combustion Corporation (the
Company) and James N. Harmon is incorporated herein to the extent
required by this Item 1.01.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on May 11, 2017 (the Effective Date), James N. Harmon,
the Companys Chief Financial Officer, Treasurer, and Secretary,
resigned from his positions to pursue other interests.
On the Effective Date, Brian G. Fike, the Companys Controller,
was appointed as interim Chief Financial Officer, interim
Treasurer and interim Secretary until a permanent successor is
appointed. There is no family relationship between Mr. Fike and
the Companys officers and directors. Other than as described
herein, Mr. Fike and the Company have not entered into any
transaction, nor is any transaction proposed, which would require
disclosure to Item 404(a) of Regulation S-K.
Mr. Fike, age 48, was appointed as the Companys Controller in
January 2016. Prior to joining the Company, from March 2001 to
January 2016 Mr. Fike was employed by Darigold, Inc., a $2.3
billion dairy manufacturing co-op of 500 member farmers, where he
successively held the positions of Plant Controller, Accounting
and Finance Manager, Strategy Manager and Regional Controller.
Prior to his career at Darigold, Mr. Fike held similar positions
in the specialty foods and industrial automation industries. Mr.
Fike also served eight years in the U.S. Naval Reserve. Mr. Fike
holds a BBA in Accountancy from Boise State University and an MBA
from the University of Washington.
As compensation for the services he will provide, Mr. Fike will
be paid annual compensation in the amount of $120,000.
In conjunction with his resignation, Mr. Harmon and the Company
entered into a Separation Agreement and General Release. In
exchange for the Companys waiver of its right to repurchase
20,833 shares of common stock granted to Mr. Harmon on February
10, 2017, Mr. Harmon released the Company from any and all claims
arising from or relating to his employment with the Company or
the termination thereof, among other matters.
Mr. Harmon and the Company also entered into a Consulting
Agreement on the Effective Date. to the Consulting Agreement, Mr.
Harmon has agreed to provide services to the Company, when and as
needed, until April 30, 2018. Mr. Harmon will be compensated at
the rate of $200 per hour for the services provided.
The above descriptions of the Separation Agreement and General
Release and the Consulting Agreement are qualified in their
entirety by the full text of those documents, which are attached
as exhibits to this Current Report and incorporated herein by
reference.
| Item 7.01 | Regulation FD Disclosure. |
On May 11, 2017 the Company issued a press release announcing the
results for the quarter ended March 31, 2017 and disclosing Mr.
Harmons resignation. The press release is included as Exhibit
99.1 to this Current Report and is incorporated by reference in
its entirety into this Item 7.01.
The press release is furnished under this Item 7.01 and shall not
be deemed filed with the U.S. Securities and Exchange Commission
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended. The information contained in the press release
shall not be incorporated by reference into any filing the
Company makes regardless of general incorporation language in the
filing, unless expressly incorporated by reference in such
filing.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit 10.1 Separation Agreement and General Release dated May
11, 2017
Exhibit 10.2 Consulting Agreement dated May 11, 2017
Exhibit 99.1 Press Release issued May 11, 2017
About CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR)
ClearSign Combustion Corporation is engaged in designing and developing technologies for managing various performance characteristics of combustion systems, such as emission and operational performance, and energy efficiency. The Company’s Duplex and Electrodynamic Combustion Control (ECC) platform technologies are used to manage the performance of combustion systems in a range of markets, including the refinery, petrochemical, chemical, power and commercial boiler industries. The Duplex burner technology typically consists of a traditional industrial burner and a porous ceramic tile. The ECC technology includes various components, such as a computer, standard software delivering algorithms to a power amplifier (resident outside the combustion chamber) and electrodes inside the combustion chamber. The ECC technology introduces a computer-controlled high voltage electric field into a combustion volume in order to control gas-phase chemical reactions. CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR) Recent Trading Information
CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR) closed its last trading session down -0.05 at 3.55 with 13,642 shares trading hands.
