U.S.
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): June
5, 2008
Photonic
Products Group, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
000-11668
|
|
22-2003247
|
|
(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
Number)
|
|
|
|
|
|
|
|
181
Legrand Avenue, Northvale, New Jersey
|
|
07647
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (201)
767-1910
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
At
the
2008 Annual Meeting of Shareholders of Photonic Products Group, Inc. (“PPGI” or
the “Company”) held on June 3, 2008, the shareholders approved the
re-appointment of Daniel Lehrfeld and Thomas H. Lenagh as Directors for a one
year term.
Item
5.03 Amendment to Articles of Incorporation
At
the
2008 Annual Meeting of Shareholders of the Company, the shareholders also
approved an Amendment to the Company’s Certificate of Incorporation changing the
term of directors from three (3) years to one (1) year, commencing with the
2008
election of Directors, and thereafter, annually as each incumbent Directors’
term expires. The Certificate of Amendment was filed with the State of New
Jersey Department of the Treasury on the same date. The Certificate of Amendment
is attached hereto as Exhibit 3.1.
Item
7.01 Regulation FD Disclosure
Attached
as Exhibit 99.1 to this current Report on 8-K is a presentation made during
the
Annual Meeting of Shareholders.
The
information used in this report, including the presentation materials in Exhibit
99.1 shall not be deemed to be “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to liability of that section, and shall not be incorporated
by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly stated in any such filing.
Item
8.01 Other Events
Following
the Annual Meeting of Shareholders, the Board of Directors unanimously approved
the re-appointment of Daniel Lehrfeld as President and CEO, William J. Foote
as
Chief Financial Officer, Chief Accounting Officer and Secretary, William D.
Brucker as Vice-President Human Resources and Administration, and John R. Ryan
as Vice-President of Sales and Marketing.
In
addition, the Board of Directors unanimously promoted Dr. Miroslav Dosoudil
to
the position of Corporate Vice-President of Operations and appointed him an
Officer of the Company. Dr. Dousidil joined the Company as Director of
Manufacturing Engineering in 2000 and has successively held the positions of
Director of Operations for Laser Optics, Vice-President of Operations for
Northvale. He has also been a member of the Northvale Leadership Team for the
past three and one-half years. Prior to joining PPGI, he held optical
manufacturing engineering positions with Circon, Tirolit and Meopta (Czech
Republic) and holds various degrees in science and engineering including a
Doctor of Science and Physical Electronics and Optics from the University of
Palackiana in the former Czech Republic.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.1
Certificate of Amendment to Certificate of Incorporation of Photonics Products
Group, Inc.
99.1
Presentation Materials from the Company’s Annual Shareholder Meeting held June
3, 2008
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.
|
Date: June
5, 2008
|
|
|
|
|
By:
|
/s/
Daniel Lehrfeld
|
|
|
|
|
|
|
|
|
|
President
and Chief
Executive
Officer
|
|