LAW ENFORCEMENT ASSOCIATES CORP FORM 8-K (Current report filing) Filed 08/31/09 for the Period Ending 08/27/09 Address 2609 DISCOVERY DRIVE SUITE 125 RALEIGH, NC, 27616 Telephone (919) 872-6210 CIK 0001165921 SIC Code 3663 - Radio and Television Broadcasting and Communications Equipment Industry Communications & Networking Sector Technology Fiscal Year 12/31 http://www.edgar-online.com Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
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): 08/27/2009 Law Enforcement Associates Corporation (Exact name of registrant as specified in its charter) Commission File Number: 0-49907 Nevada 56-2267438 (State or other jurisdiction of incorporation) 2609 Discovery Drive, Suite 125, Raleigh, NC 27616 (Address of principal executive offices, including zip code) (919) 872-6210 (Registrant s telephone number, including area code) (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) (IRS Employer Identification No.) [ ] 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At a meeting on August 27, 2009, the Board of Directors (the "Board") of Law Enforcement Associates Corporation (the "Company") removed Paul Feldman as President and CEO of the Company. Mr. Feldman remains as a director. Concurrently, the Board elected Alan Terry as the Company's new interim President and Chief Executive Officer. He was also elected as Treasurer. Paul Briggs, Chief Financial Officer and Principal Accounting Officer, will continue in those positions. Mr. Terry received his Masters in Business Administration from the Wharton School at the University of Pennsylvania in 1986. Prior to attending Wharton, Mr. Terry graduated from Drake University and was employed by Ernst & Whinney, a major public accounting firm. Mr. Terry has held senior positions with The May Department Stores Company and Caldor, Inc. From 1990 until 1996, he was Chief Operating Officer of Lithotripters, Inc., a major provider of lithotripsy services. Following the acquisition of Lithotripters, Inc. by Prime Medical Services in 1996, he served as a Vice President and an executive of that public medical services company until 2000. From 2000 until the present, Mr. Terry has been a principal in various ventures, including two smaller lithotripsy providers, Carolina Lithotripsy and Continental Medical Services, Inc. Mr. Terry, who is 50 years old, will receive a salary of $125,000 per year. A copy of the press release describing these events is filed as Exhibit 99.1, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 99.1 Press Release dated August 31, 2009. 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. Law Enforcement Associates Corporation Date: August 31, 2009 By: /s/ Paul Briggs Paul Briggs Chief Financial Officer
EXHIBIT INDEX Exhibit No. Description EX-99.1 Press Release dated August 31, 2009.
EXHIBIT 99.1 FOR IMMEDIATE RELEASE: August 31, 2009 Contact: CONTACT: Pfeiffer High Investor Relations, Inc. Geoff High: 303-393-7044 LAW ENFORCEMENT ASSOCIATES APPOINTS INTERIM CHIEF EXECUTIVE OFFICER RALEIGH, N.C. - August 31, 2009 - Law Enforcement Associates Corporation (LEA) (OTCBB: LAWE), the largest U.S.-based developer and manufacturer of electronic surveillance equipment, today announced the appointment of Alan Terry as interim president and chief executive officer. Terry, who holds a master's degree from the Wharton School of the University of Pennsylvania, joins LEA with an extensive background in executive management with several successful companies. He replaces Paul Feldman, who has served as LEA's president since 2001. Anthony Rand, LEA's chairman said, "Alan joins LEA with more than 20 years of experience in business operations, financial management and product marketing, and I am confident LEA will benefit from his efforts as interim president and CEO. I have worked with Alan on several successful business ventures, and have first-hand knowledge of his strong management abilities and operational expertise." Terry, 50, will preside as CEO for an indefinite period as he assesses the strengths and opportunities of the company. He is a candidate to be named by the board as the permanent chief executive. Terry said, "LEA appears positioned to capitalize on a range of emerging opportunities in its core law enforcement, security and military end markets, as well as various ancillary industries. Our objective is to enhance shareholder value by aggressively pursuing these prospects, while concurrently maintaining our focus on operational efficiencies, outstanding customer service and an active product development program. I look forward to working closely with the board and the entire LEA team in our pursuit of these objectives." Rand added, "The board intends to support Alan by fully leveraging the talent and extensive industry-related knowledge of our directors." Rand, an LEA director since 2003 and the senate majority leader for the state of North Carolina, serves on the LEA board with General James Lindsay, Joseph Jordan, Martin Perry and former CEO Paul Feldman. General Lindsay, who has served on the board since 2004, is a retired four star general who commanded United States Special Operations Command. Since his retirement he has served as a Senior Mentor with the Army's Battle Command Training Program. Perry, a director since 2003, also is LEA's director of sales and is a member of several law enforcement associations, including the International Forensics Institute. Feldman, a director since 2003, is a graduate of Duke University and a member of several industry organizations, including the Corporate Advisory Board of the National Drug Enforcement Officers Association, the American Society of Industrial Security, and the Narcotic Officers Associations of North Carolina, Arizona, California and Texas. Jordan, a director since 2004, is a partner in the accounting firm of Jordan & Delaney LLP and a member of the American Institute of CPAs. About Law Enforcement Associates Corporation LEA is a leading security and surveillance technology Company that manufactures and markets a diverse product line to the worldwide law enforcement, military, security and corrections markets. The Company's Audio Intelligence Devices (AID) division has been serving the law enforcement sector for more than 30 years and is one of the most respected names in the surveillance equipment industry. LEA's products are used by a wide variety of government and non-governmental agencies, as well as public and private companies. These include military bases, nuclear facilities, embassies, government installations, oil refineries, United Nations and NATO locations. LEA's products have been used at high-profile events such as the Summer & Winter Olympics, Super Bowl, U.S. Golf Championship, and the Democratic and Republican National Conventions. Its products include the Under Vehicle Inspection System (UVIS), EDK123 (Explosive Detection Kit), Bloodhound and Birddog GPS Tracking Systems, Graffiti Cam, Letter-bomb Visualizer Spray, and a wide variety of Audio & Video Surveillance Equipment. Headquartered in Raleigh, N.C., the Company has been featured in many industry publications and websites. For more information, please visit www.leacorp.com. Forward-Looking and Cautionary Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Among other things, these statements relate to our financial condition, results of operations and future business plans, operations, opportunities and prospects. In addition, we and our representatives may from time to time make written or oral forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in our reports to stockholders. These forward-looking statements are generally identified by the words or phrases "may," "could," "should," "expect," "anticipate," "plan," "believe," "seek," "estimate," "predict," "project" or words of similar import. These forward-looking statements are based upon our current knowledge and assumptions about future events and involve risks and uncertainties that could cause our actual results, performance or achievements to be materially different from any anticipated results, prospects, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date that we make them. For description of factors that may cause actual results to differ materially from such forward-looking statements, see the Company's Annual Report on Form 10-K for the year ended 2008, and other reports from time to time filed or furnished to the Securities and Exchange Commission. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf. ###