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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) April 19, 2005
Superconductor Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21074 77-0158076
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
460 Ward Drive, Santa Barbara, CA 93111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (805) 690-4500
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 (see General Instruction A.2 below):
[ ] 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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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Company hired Mr. Terry White as Vice President, Worldwide Sales and
entered into an Employment Agreement with Mr. White. On April 14, 2005, the
Company issued a press release regarding Mr. White which is attached hereto as
an exhibit. The following is a brief description of the terms of the agreement.
The Employment Agreement provides for the following:
. Appointment as Vice President, Worldwide Sales;
. A base salary of $220,000 per year;
. An annual sales bonus;
The sales incentive bonus for 2005 shall be based on a mutually
acceptable revenue plan for net commercial product sales as follows:
Net Commercial
Product Sales Bonus Formula
(% of Plan) (Percentage of Base Salary)
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Less than 70% 0%
70% to 100% 10% to 30% (linear scale)
Over 100% 2.0% of the amount by which net commercial
product sales exceed plan
. The sales targets and bonus payments are for the full year 2005
and will be pro rated based on Mr. White's April 2005 start date.
The bonus structure for future years is to be mutually agreed
upon.
. A stock option for an additional 1,000,000 shares of stock to be
granted after shareholder approval of an increase in the shares
authorized for grants under the 2003 Equity Incentive Plan; and
. Accelerated vesting of his stock options in the event of an
Involuntary Termination or a Change of Control (both as defined
in the Employment Agreement);
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Press Release dated April 19, 2005.
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SIGNATURES
Pursuant to the requirement 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.
Superconductor Technologies Inc.
Date: April 19, 2005 By: /s/ Martin S. McDermut
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Martin S. McDermut,
Senior Vice President,
Chief Financial Officer
and Secretary
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