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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
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Date of report (Date of earliest event reported) March 28, 2007
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Exact Name of the Registrant as Specified in Charter)
Nevada 000-51859 98-0372780
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1077 Business Center Circle, Newbury Park, California 91320
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (805) 480-1994
Not Applicable.
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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:
[ ] 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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ITEMS 1.01 AND 5.02 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND APPOINTMENT
OF CERTAIN OFFICERS.
On March 28, 2007, Electronic Sensor Technology, Inc. (the "Registrant") entered
into an offer letter with Barry S. Howe pursuant to which Mr. Howe will become
Chief Operating Officer of the Registrant. It is currently anticipated that Mr.
Howe will begin serving as Chief Operating Officer of the Registrant on April
11, 2007. Prior to the entry into the offer letter by the Registrant and Mr.
Howe, the Board of Directors of the Registrant created the position of Chief
Operating Officer and approved extending the offer outlined in the offer letter
to Mr. Howe.
Prior to joining the Registrant, Mr. Howe held various executive positions
within the Thermo Electron Corporation family of companies, including President
and Chief Executive Officer of Thermo Electron subsidiaries and President of
several divisions. Thermo Electron Corporation provides process monitoring and
control instrumentation to the metals, chemical and food and beverage
industries. From 2002 to 2004, Mr. Howe served as the President and Corporate
Vice President of the Measurement and Control Sector. In 2006, Mr. Howe served
on the Board of Directors and the Audit Committee of Glenrose Instruments Inc.
Mr. Howe received a B.S. in Business Administration from Boston University.
Mr. Howe does not have any family relationship with any other executive officer
or director of the Registrant. Mr. Howe has not been a party to or had a direct
or indirect material interest in any transaction, proposed transaction or series
of transactions in which the Registrant was, is to be or was to have been a
party during the past two years involving an amount in excess of $120,000.
Attached hereto as Exhibit 10.1 and incorporated herein by reference is the
offer letter extended to Mr. Howe on March 26, 2007 and accepted by Mr. Howe on
March 28, 2007, regarding his employment with the Registrant as Chief Operating
Officer. The offer letter provides that Mr. Howe will serve as Chief Operating
Officer of the Registrant for a trial period of three months, at the end of
which the Board of Directors of the Registrant will evaluate Mr. Howe and
consider him for the position of Chief Executive Officer. The letter also
contemplates nominating Mr. Howe to serve as a director of the Registrant at
such time. The offer letter sets Mr. Howe's salary at $150,000 per year, to be
reviewed after the three-month trial period, and provides for an option to
purchase 1 million shares of the Registrant's common stock to be granted to Mr.
Howe at the end of such trial period if Mr. Howe is appointed Chief Executive
Officer at such time, of which 100,000 of the option shares will be vested on
the date of the grant and 900,000 of the option shares will vest in installments
of 25% per year on each anniversary of Mr. Howe's employment.
The offer letter provides for a maximum severance payment of one-third of a
month's salary for up to six months in the event of termination by the
Registrant without cause following the end of the three-month trial period. Mr.
Howe will be required to relocate to California from Boston, Massachusetts as a
condition to his employment and, as such, the letter provides for the payment of
moving expenses in the amount of $25,000. The offer letter also generally
provides for benefits extended to similarly situated executives of the
Registrant.
ITEM 9.01 EXHIBITS.
Exhibit No. Description
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10.1 Offer letter dated March 28, 2007 between the Registrant and
Barry S. Howe.
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.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: April 3, 2007 By: /s/ Philip Yee
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Name: Philip Yee
Title: Secretary, Treasurer and
Chief Financial Officer