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
November 11,
2011
Date of Report (Date of earliest event
reported)
TAYLOR DEVICES,
INC.
|
(Exact name of
registrant as specified in its charter)
|
New
York
|
0-3498
|
16-0797789
|
(State or other
jurisdiction
of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification No.)
|
90 Taylor Drive,
North Tonawanda, New York
|
.
|
14120-0748
|
(Address of principal
executive offices)
|
|
(Zip
Code)
|
Registrant's telephone
number, including area code: (
716) 694-0800
(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 (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))
1
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 11, 2011, with the approval
of the Board of Directors, Taylor Devices, Inc. (the "Company") entered into a
Change-in-Control Agreement (the "Agreement") with Mark V. McDonough, its Chief
Financial Officer (the "Employee"). The Agreement provides that, in the
event of a "Change in Control" followed in the next 12 months by an "Event of
Termination," as these terms are defined in the Agreement, then the Company will
pay to Employee a sum equal to 12 times the Employee's average monthly
salary. In the event of a "Change in Control" followed by an Event of
Termination, the Company will cause the Employee's insurance coverage to be
continued for 18 months thereafter.
An "Event of Termination" includes the
Employee's resignation if the Company materially reduces the responsibility,
importance or scope of Employee's position, relocates Employee's principal place
of employment by more than 30 miles, or materially reduces the Employee's
benefits and perquisites; or if the Company liquidates or
dissolves.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
On November 11, 2010, Taylor Devices,
Inc. held its Annual Meeting of Shareholders. The shareholders of Taylor
Devices, Inc. Common Stock elected Reginald B. Newman II as Class 1 director, to
serve a three-year term expiring in 2014.
1,519,405 shares were voted for Mr.
Newman and 32,714 shares were withheld.
The second matter voted upon at the
meeting was the ratification of the selection of Lumsden & McCormick, LLP as
the independent registered public accounting firm for fiscal year
2012.
2,746,066 shares were voted for Lumsden
& McCormick, LLP; 19,638 shares were voted against; and 16,922 shares
abstained.
Item 8.01 Other Events
On November 11, 2011, the Board of
Directors of the Registrant voted unanimously to continue the share repurchase
agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S") under which the Company repurchases shares of its common
stock. Of the $500,000 of Registrant's cash on hand authorized by the
Board last year to repurchase shares of its outstanding common stock, $419,815
remains available for open-market purchases. To date, a total of 15,600
shares have been purchased at an average price per share of $5.14.
Repurchases are made by MLPF&S for the benefit of the
Registrant.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit Number
|
|
Description
|
10(xvi)
|
|
Change in Control Agreement
dated November 11, 2011 between the Registrant and Mark V.
McDonough.
|
2
10(xvii)
|
|
Second Amendment dated November 11,
2011 to Employment Agreement between the Registrant and Douglas P.
Taylor.
|
10(xviii)
|
|
Second Amendment dated November 11,
2011 to Employment Agreement between the Registrant and Richard G.
Hill.
|
99
|
|
Press Release dated November 17,
2011.
|
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.
|
TAYLOR
DEVICES, INC.
|
|
(registrant)
|
Date: November 17,
2011
|
By:
/s/ Douglas P.
Taylor
|
|
Douglas P. Taylor,
President
and Chief
Executive Officer
|
|
|
3