RF INDUSTRIES, LTD. (NASDAQ:RFIL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On June 5, 2017, RF Industries, Ltd. (we, us, our or the Company)
entered into a fifth amendment to our lease with Icon Miramar
Owner Pool 2 West/Northeast/Midwest, LLC (successor in interest
to CWCA MIRAMAR GL 74, L.L.C.), as landlord, under which we lease
our principal offices in San Diego, California.
Prior to the amendment, we had intended to surrender
approximately 2,321 square feet of warehouse space (known as
Suite 5200) that we were renting as part of our lease at the
Miramar Business Park on 7610 Miramar Road, San Diego,
California. Under the amendment, we will retain Suite 5200, which
will be used as warehouse space by Comnet Telecom Supply Inc.,
our New Jersey based subsidiary that manufactures and sells fiber
optics cable, distinctive cabling technologies and custom patch
cord assemblies, as well as other data center products. In
January 2017, we entered into a fourth amendment to the lease in
order to increase our leased space by approximately 1,940 square
feet of additional space at the Miramar Business Park with the
intention of surrendering Suite 5200. As a result of entering
into the fifth amendment to the lease, including the additional
space we leased in January 2017, we now lease a total of
approximately 21,908 square feet of office, warehouse and
manufacturing space at the Miramar Business Park.
In addition, on June 9, 2017, Cables Unlimited, Inc., our New
York based subsidiary (Cables Unlimited) that manufactures custom
cable assemblies, adapters, and electromechanical wiring
harnesses and other products, entered into an amendment to its
lease with K K Unlimited, as landlord, under which Cables
Unlimited leases its manufacturing facility in Yaphank, New York.
Under the amendment, the parties agreed that the term of the
lease shall be extended one year to June 30, 2018, and that the
one year extension described in the amendment does not constitute
the exercise of an Option to Extend as set forth in Paragraph
21.12 of the original lease between the parties dated June 15,
2011, as amended in April 2016. The parties also agreed that
except as set forth in the amendment, all of the terms and
provisions of the lease shall apply during the term as extended
by the amendment, and shall remain unmodified and in full force
and effect.
The preceding summaries do not purport to be complete and are
qualified in their entirety by reference to the respective
amendments, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, and which are incorporated herein by reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 9, 2017, the Companys Board of Directors appointed Gerald
T. Garland to serve as a director, effective immediately. Mr.
Garland has been appointed as a Class I director, and will serve
until the Companys next annual meeting of stockholders and his
successor has been duly elected and qualified.
Mr. Garland, age 66, is currently the Managing Director at
Inscite Consulting Group, a consulting firm for small to
mid-sized businesses. Prior to joining Inscite Consulting, from
April 2003 to February 2015, Mr. Garland was a Senior Vice
President at TESSCO Technologies, a leading value-added
distribution and solution provider for the wireless industry. Mr.
Garland has served as senior vice president of the installation,
test and maintenance line of business since May 2005, as senior
vice president of the mobile devices and accessories line of
business since April 2004 and as senior vice president of the
network infrastructure line of business since April 2003. In July
2011, Mr. Garland began serving as Senior Vice President of the
Commercial Segment. In April 2013, Mr. Garland began serving as
Senior Vice President of the Product Lines of Business. Prior to
joining TESSCO, Mr. Garland was Director of Business Development
at American Express Tax and Business Services from 2002 to 2003,
where he was involved in an expanded asset recovery capability
for Fortune 1000 corporations. From 1993 to 1999, Mr. Garland was
Chief Financial Officer and Treasurer at TESSCO during the
companys initial public offering. Mr. Garland received his MBA,
with a concentration in Finance, from Loyola University, and his
Bachelor of Science in Business Management and Accounting from
Towson University.
There are no arrangements or understandings between Mr. Garland
and any other persons to which he was chosen as a director of the
Company. There are no family relationships between Mr. Garland
and any director, executive officer, or any person nominated or
chosen by the Company to become a director or executive officer.
Mr. Garland is not a party to any current or proposed transaction
with the Company for which disclosure is required under Item
404(a) of Regulation S-K.
Mr. Garland was appointed to the Companys Audit Committee. He
will replace Marvin Fink who stepped down as a member of the
Audit Committee.
Mr. Garland will receive a prorated portion of the compensation
paid by the Company to non-executive directors. For the year
ending October 31, 2017, non-employee directors (i.e. directors
who are not employed by the Company as officers or employees)
will receive $50,000 annually, which amount is paid one-half in
cash, and one-half through the grant of stock options to purchase
shares of the Companys common stock. The options granted to Mr.
Garland have an exercise price of $1.65 per share, which is the
closing price of the Companys common stock on June 9, 2017.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 |
Fifth Amendment To Lease, by and between Icon Miramar Owner Pool 2 West/Northeast/Midwest, LLC and the RF Industries, Ltd., dated June 5, 2017 |
|
| 10.2 |
Amendment To Lease, by and between K K Unlimited and Cables Unlimited, Inc., dated June 9, 2017 |
About RF INDUSTRIES, LTD. (NASDAQ:RFIL)
RF Industries, Ltd. designs, manufactures and markets interconnect products and systems, including coaxial and specialty cables, and fiber optic cables. The Company’s segments include RF Connector and Cable Assembly, Medical Cabling and Interconnector, and Custom Cabling Manufacturing and Assembly. It operates through five divisions, which include Connector and Cable Assembly Division, which designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors; the Bioconnect Division, which manufactures and distributes cabling and interconnect products to the medical monitoring market; Cables Unlimited Division, which operates through Cables Unlimited, Inc., a subsidiary of the Company; Comnet Telecom Supply Division, which operates through Comnet Telecom Supply, Inc., a subsidiary of the Company, and the Rel-Tech Electronics Division, which operates through Rel-Tech Electronics, Inc., a subsidiary of the Company.