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 28, 2008
----------------
GREENMAN TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13776 71-0724248
--------------- ----------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
12498 Wyoming Ave So.
Savage, MN 55378
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(781) 224-2411
----------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------
(Former name or former address, if changed since last report)
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
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Material Definitive Agreement
As previously reported, GreenMan Technologies, Inc. ("GreenMan") acquired all of
the outstanding capital stock of Welch Products, Inc. ("Welch Products") on
October 1, 2007. Effective January 28, 2008, GreenMan completed the
documentation required to include the eligible accounts receivable and assets of
Welch Products and its three wholly owned subsidiaries, National Safe Surfacing
Initiative, L.L.C.; NSSI of California, L.L.C.; and PlayTribe, L.L.C. (together
with Welch Products, the "Subsidiaries"), in its borrowing base under the
Security and Purchase Agreement dated as of June 30, 2006, as amended (the
"Security Agreement"), which governs GreenMan's credit facility with Laurus
Master Fund Ltd. and certain of its affiliates (together, "Laurus").
Included in such documentation were joinder agreements executed by each
Subsidiary. Under the joinder agreements, each Subsidiary became:
(i) a Guarantor under the Subsidiary Guaranty dated as of June 30, 2004 made
by GreenMan Technologies of Minnesota, Inc.; GreenMan Technologies of
Georgia, Inc.; GreenMan Technologies of Iowa, Inc.; GreenMan Technologies
of Tennessee, Inc.; GreenMan Technologies of Wisconsin, Inc.; and GreenMan
Technologies of California, Inc., in favor of Laurus;
(ii) an Assignor under the Master Security Agreement dated as of June 30, 2004
made by GreenMan; GreenMan Technologies of Minnesota, Inc.; GreenMan
Technologies of Georgia, Inc.; GreenMan Technologies of Iowa, Inc.;
GreenMan Technologies of Tennessee, Inc.; GreenMan Technologies of
Wisconsin, Inc.; and GreenMan Technologies of California, Inc., in favor
of Laurus;
(iii) a Pledgor under the Stock Pledge Agreement dated as of June 30, 2004 made
by GreenMan; GreenMan Technologies of Minnesota, Inc.; GreenMan
Technologies of Georgia, Inc.; GreenMan Technologies of Iowa, Inc.;
GreenMan Technologies of Tennessee, Inc.; GreenMan Technologies of
Wisconsin, Inc.; and GreenMan Technologies of California, Inc. in favor of
Laurus; and
(iv) and an Eligible Subsidiary under the Security Agreement.
As a consequence of these joinder agreements, (i) each Subsidiary has guaranteed
GreenMan's obligations under the Security Agreement and the credit facility;
(ii) GreenMan has pledged to Laurus the capital stock of Welch Products as
collateral for such obligations; (iii) Welch Products has pledged to Laurus the
capital stock of each of the other Subsidiaries as collateral for such
obligations; and (iv) each Subsidiary has granted to Laurus a first priority
security interest in all of its assets as further collateral for such
obligations.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On January 30, 2008, GreenMan entered into an addendum to the Employment
Agreement dated April 12, 2006, between GreenMan and its chief executive
officer, Lyle E. Jensen. Under the addendum, Mr. Jensen's base salary was
increased to $250,000 per year, with such increase retroactive to October 1,
2007. The additional base salary due to Mr. Jensen for the period between
October 1, 2007 and January 30, 2008 will be paid in GreenMan's next regularly
scheduled pay period.
In addition, the addendum amended Mr. Jensen's Employment Agreement (i) to
delete certain incentive compensation measures based on GreenMan's income before
interest, income taxes, depreciation and amortization (EBITDA) as a percent of
its annual audited consolidated revenue; and (ii) to provide for incentive
compensation in respect of any fiscal year of up to the lesser of (x) 20% of
GreenMan's audited annual profit after tax, as reported in the financial
statements included in GreenMan's Annual Report on Form 10-KSB for such fiscal
year and (y) $150,000.
On January 30, 2008, GreenMan also entered into an addendum to the Employment
Agreement dated June 1, 1999, between GreenMan and its chief financial officer,
Charles E. Coppa. Under the addendum, Mr. Coppa's base salary was increased to
$161,500 per year, with such increase retroactive to January 1, 2008.
In addition, the addendum amended Mr. Coppa's Employment Agreement (i) to delete
certain incentive compensation measures; and (ii) to provide for incentive
compensation in respect of any fiscal year based on mutually agreed performance
measures as determined by GreenMan's Compensation Committee, with maximum
potential incentive compensation in respect of any fiscal year equal to 25% of
Mr. Coppa's base salary for such fiscal year.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
10.1 Joinder Agreement dated as of November 6, 2007 by and among GreenMan
Technologies, Inc. and Welch Products, Inc., delivered to each of
Laurus Master Fund, Ltd.; Valens Offshore SPV I, Ltd.; Valens U.S.
SPV I, LLC; and PSource Structured Debt Limited.
10.2 Joinder Agreement dated as of November 6, 2007 by National Safe
Surfacing Initiative, LLC, delivered to each of Laurus Master Fund,
Ltd.; Valens Offshore SPV I, Ltd.; Valens U.S. SPV I, LLC; and
PSource Structured Debt Limited.
10.3 Joinder Agreement dated as of November 6, 2007 by NSSI of
California, LLC, delivered to each of Laurus Master Fund, Ltd.;
Valens Offshore SPV I, Ltd.; Valens U.S. SPV I, LLC; and PSource
Structured Debt Limited.
10.4 Joinder Agreement dated as of November 6, 2007 by PlayTribe, LLC,
delivered to each of Laurus Master Fund, Ltd.; Valens Offshore SPV
I, Ltd.; Valens U.S. SPV I, LLC; and PSource Structured Debt
Limited.
10.5 Addendum dated January 30, 2008, to the Employment Agreement dated
April 12, 2006, between GreenMan Technologies, Inc. and Lyle E.
Jensen.
10.6 Addendum dated January 30, 2008, to the Employment Agreement dated
June 1, 1999, between GreenMan Technologies, Inc. and Charles E.
Coppa.
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 hereunto duly authorized.
GREENMAN TECHNOLOGIES, INC.
(Registrant)
By: /s/ Charles E. Coppa
-----------------------------
Charles E. Coppa
Chief Financial Officer
Date: January 31, 2008