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)
June 16,
2009
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APPLIED
ENERGETICS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3590
East Columbia Street, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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)
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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):
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))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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(d) On
June 16, 2009, John F. Levy and Mark J. Lister were appointed as Class I
Directors of Applied Energetics, Inc. (the “Registrant”). The current
term for Class I Directors expires at the annual meeting of stockholders in
2011. Mr. Levy was appointed as a member of the Audit Committee of
the Board of Directors of the Registrant and Mr. Lister was appointed as a
member of the Compensation Committee of the Board of Directors of the
Registrant. The appointment of Mr. Levy to the Audit Committee as its
third independent director is intended to regain compliance with NASDAQ’s
Listing Rule 5605(c).
Since May
2005, Mr. Levy has served as the Chief Executive Officer of Board Advisory
Services, a consulting firm that advises public companies in the areas of
corporate governance, corporate compliance, financial reporting and financial
strategies. Mr. Levy served as the Interim Chief Financial Officer
from November 2005 to March 2006 of Universal Food & Beverage Company, which
filed a voluntary petition under the provisions of Chapter 11 of the United
States Bankruptcy Act on August 31, 2007. From November 1997 to May
2005, Mr. Levy served as Chief Financial Officer of MediaBay, Inc., a NASDAQ
listed company and provider of spoken word audio content. While at
MediaBay, he also served for a period as its Vice Chairman. Mr. Levy
is a certified public accountant with nine years of experience with the national
public accounting firms of Ernst & Young, Laventhol & Horwath and Grant
Thornton LLP. Mr. Levy is a director and Chairman of the Audit
Committee of Take-Two Interactive Software, Inc., a developer, marketer,
distributor and publisher of interactive entertainment software games, a
director, Lead Director and Chairman of the Audit Committee of Gilman Ciocia,
Inc., a financial planning and tax preparation firm, a director of Atlas Mining
Company, an exploration stage natural resource and mining company and is a
director of PNG Ventures, Inc., a producer and distributor of vehicle-quality
liquid natural gas serving airports, public transit, refuse, seaports, regional
trucking, taxis and government fleets markets.
Since
November, 2006, Mr.
Lister has been President of StratTechs, Inc., a consulting firm he founded
which specializes in brokering technology within the Defense, Intelligence and
Homeland Security Government markets. Mr. Lister currently serves on
the Secretary of the Navy Advisory Panel and recently completed service as
Chairman of the Naval Research Advisory Committee. From January
1992 to June 2006, Mr. Lister was employed by
the Sarnoff Corporation where he most recently served as Senior Vice President
of Government Operations. While at Sarnoff, from 2001 to 2005, Mr.
Lister served as Managing Director of the Rosettex Technology and Ventures
Group, a joint venture of Sarnoff Corporation and SRI International for which he
was a founder, and from 1996 to 2001, Mr. Lister served as Executive Director of
the National Information Display Laboratory. From 1987 to 1992, he
served as Director, Advanced Development and Applications in the Research and
Development Group of the Office of the Assistant Secretary of the U.S. Air Force
for Space. Mr. Lister’s government career began at the Naval Research
Laboratory where he served as a researcher in the Space Applications Branch from
1977 to 1987. Mr. Lister has a B.S. in Electrical Engineering from
Drexel University, a B.S. in Mathematics from St. Vincent College and a MEA from
George Washington University.
In
connection with the appointment of John F. Levy and Mark J. Lister to the Board
of Directors of the Registrant, on June 16, 2009 each of Mr. Levy and Mr. Lister
were awarded an option to purchase 50,000 shares of the Registrant’s common
stock at an exercise price of $0.45, the last sale price of the Registrant’s
common stock on the date of appointment. Each option vested
immediately and is exercisable for a period of five years. In
addition, each of Mr. Levy and Mr. Lister will receive an annual directors fee
of $50,000, payable monthly.
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.
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APPLIED
ENERGETICS, INC.
(Registrant)
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By:
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/s/ Kenneth
Wallace |
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Kenneth
Wallace |
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Chief
Financial Officer
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Date: June
16, 2009