UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 13, 2006
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IONATRON, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-14015 77-0262908
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(Commission File Number) (IRS Employer Identification No.)
3950 East Columbia, Tucson, Arizona 85714
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(Address of Principal Executive Offices) (Zip Code)
(520) 628-7415
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(Registrant's Telephone Number, Including Area Code)
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(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 (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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) On February 13, 2006, James A. McDivitt was appointed as a Class I Director
of Ionatron, Inc. (the "Registrant"). The current term for Class I Directors
expires at the Annual Meeting of Stockholders in 2008. Mr. McDivitt currently
serves as a director of Silicon Graphics Inc., a publicly traded company. From
1981 until his retirement in 1995, Mr. McDivitt was employed at Rockwell
International Corporation, most recently as its Senior Vice President,
Government Operations and International. Mr. McDivitt joined Pullman Inc. in
1975 as its Executive Vice President and, in October 1975 he became President of
its Pullman Standard Division, The Railcar Division, and later had additional
responsibility for the leasing, engineering and construction areas of the
company. From 1972 through 1975, he was Executive Vice President Corporate
Affairs for Consumers Power Company. Mr. McDivitt joined the United States Air
Force in 1951 and retired with the rank of Brigadier General in 1972. During his
service with the U.S. Air Force, Mr. McDivitt was selected as an astronaut in
1962 and was Command Pilot for Gemini IV and Commander of Apollo 9 and Apollo
Spacecraft Program Manager from 1969 to 1972, including Apollo 12 through 16
missions. Mr. McDivitt holds a B.S. degree in Aeronautical Engineering from the
University of Michigan.
On February 13, 2006, the Board of Directors of the Registrant granted an
option to purchase up to 150,000 shares of the Registrant's common stock
pursuant to its 2004 Stock Incentive Plan to Mr. McDivitt. Pursuant to the terms
of a Non-Qualified Stock Option Agreement relating to the option grant, the
option has an exercise price of $9.75 per share, vested and became exercisable
on the date of grant and expires on the five year anniversary on the date of
grant.
On February 13, 2006, the Board of Directors appointed Thomas Steffens, a
director, as its Executive Vice President, Senior Military and Government
Relations. Mr. Steffens' employment will commence on February 17, 2006 and he
will serve as an at-will employee. The Board approved an annual salary for Mr.
Steffens of $187,000. The Board also granted Mr. Steffens an option to purchase
up to 200,000 shares of its common stock under the Registrant's 2004 Stock
Incentive Plan. Pursuant to the terms of a Non-Qualified Stock Option Agreement
relating to the option grant, the option has an exercise price of $9.75 per
share, vested and became exercisable on the date of grant and expires on the
five year anniversary on the date of grant.
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 thereunto duly authorized.
IONATRON, INC.
(Registrant)
By:
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Stephen McCommon
Vice President of Finance and Chief
Accounting Officer (principal accounting
officer)
Date: February 16, 2006