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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) January 30, 2007
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 appointment of James D. Crouse as Executive Vice
President of Sales of Capstone Turbine Corporation (the "Company"), the Company
and Mr. Crouse entered into a Letter Agreement (the "Agreement") regarding Mr.
Crouse's employment with the Company as Executive Vice President, Sales as of
February 5, 2007.
The Agreement provides that Mr. Crouse will receive an annual salary of
$220,000 with an annual bonus based on sales performance of three quarters of
one percent of increased fiscal annual sales over the previous fiscal year. Mr.
Crouse 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.
In addition, Mr. Crouse will receive a 10-year stock option grant to
purchase 850,000 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. Crouse will receive a restricted stock grant for
200,000 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; Compensatory Arrangements of
Certain Officers.
(b) Departure of Directors or Principal Officers
Effective January 30, 2007 and in connection with the appointment of James
D. Crouse as Executive Vice President of Sales of the Company, John F. Fink, III
has been appointed Vice President, Sales - Eastern Region of the Company. Mr.
Fink will no longer serve as Executive Vice President of Business Development
and Chief Marketing Officer.
Effective January 30, 2007, Mark Gilbreth, currently the Company's
Executive Vice President and Chief Operating Officer, will become the Company's
Executive Vice President and Chief Technology Officer. The Company will
eliminate the position of Chief Operating Officer, allowing Mr. Gilbreth to
focus on the development of product technology.
(c) Appointment of Principal Officers
On January 31, 2007 the Company entered into the Agreement, effective
February 5, 2007, providing that James D. Crouse, 43, will serve as Executive
Vice President of Sales of the Company. Prior to joining the Company, Mr. Crouse
served as President of Navitas Consulting where he assisted companies with
growing their businesses. Prior to Navitas Consulting, Mr. Crouse was General
Manager, Gas Engine Group for Valley Power Systems, the GE Jenbacher
distributor. Prior to Valley Power Systems he was President of JST Energy.
Mr. Crouse will receive an annual salary of $220,000, opportunities for
performance bonuses, a restricted stock grant of 200,000 shares of the Company's
common stock and a stock option grant to purchase 850,000 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 of Mr. Crouse's employment is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
Effective February 1, 2007 Robin Deyo, 48, will serve as Interim Chief
Accounting Officer of the Company until a permanent Chief Accounting Officer is
named. Ms. Deyo joined the Company in April 1996 and has served as Accounting
Manager and Controller.
(e) Compensatory Arrangements with Principal Executive Officer, Principal
Financial Officer or Named Executive Officer
Please refer to Item 1.01.
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: February 1, 2007 By: /s/ Walter J. McBride
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Walter J. McBride
Chief Financial Officer