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
Date of Report (Date of earliest event reported): March 24, 2006
All American Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-16207 59-2814714
(Commission File Number) (I.R.S. Employer
Identification No.)
16115 Northwest 52nd Avenue, Miami, Florida 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
Not Applicable
(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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2006, All American Semiconductor, Inc. (the "Company") entered into
a separation agreement and general release (the "Separation Agreement") with
Rick Gordon, who was the Company's Senior Vice President of Sales Asia and
Europe and an executive officer of the Company until February 28, 2006, the
effective date of his termination of employment with the Company. The Separation
Agreement provides, among other things, for severance payments of "base salary"
through February 29, 2008 and "Cash Bonus", if any is earned, for the calendar
years 2006 and 2007. In addition, Mr. Gordon will (A) be entitled to participate
in the medical insurance program offered by the Company from time to time to all
employees through February 29, 2008, subject to the terms set forth in the
Separation Agreement, (B) continue to have the use of a company-leased vehicle
through May 10, 2008, the end of the lease term, (C) have the right to exercise
his outstanding stock options that were vested as of February 28, 2006 until May
29, 2006, and (D) receive $23,000 in lieu of all amounts due with respect to any
deferred compensation plan. Furthermore, in the event that Mr. Gordon complies
with all of the covenants and related restrictions set forth in his employment
agreement with the Company, all of which covenants and restrictions survive the
termination of his employment with the Company, the Company will pay an
additional $25,000 in severance. The payments and benefits to be provided to Mr.
Gordon under the Separation Agreement are in full satisfaction of the
substantially similar severance obligations the Company had under Mr. Gordon's
employment agreement with the Company.
The foregoing is a summary description of the terms and conditions of the
Separation Agreement and by its nature is incomplete. The foregoing summary is
qualified in its entirety by the text of the Separation Agreement, a copy of
which is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit Description
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10.1 Separation Agreement and General Release
made and entered into as of March 24, 2006,
between the Company and Rick Gordon.
SIGNATURE
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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.
ALL AMERICAN SEMICONDUCTOR, INC.
Date: March 30, 2006 By: /s/ HOWARD L. FLANDERS
-----------------------------------
Howard L. Flanders
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit Description
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10.1 Separation Agreement and General Release made
and entered into as of March 24, 2006, between
the Company and Rick Gordon.
3