-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMOZFpVHWtKI/1m9xefwFvpK9Gh19F7Fx5SlTwbD9GEokpvkBaQfXqYX3d+be8Wa KsXDw9++7mZQMNwhTi6w8w== 0001144204-07-005794.txt : 20070208 0001144204-07-005794.hdr.sgml : 20070208 20070207180638 ACCESSION NUMBER: 0001144204-07-005794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070129 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHPRECISION CORP CENTRAL INDEX KEY: 0001328792 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51378 FILM NUMBER: 07589338 BUSINESS ADDRESS: STREET 1: ONE BELLA DRIVE CITY: WESTMINSTER STATE: MA ZIP: 01473 BUSINESS PHONE: 978-874-0591 MAIL ADDRESS: STREET 1: ONE BELLA DRIVE CITY: WESTMINSTER STATE: MA ZIP: 01473 FORMER COMPANY: FORMER CONFORMED NAME: Techprecision CORP DATE OF NAME CHANGE: 20060309 FORMER COMPANY: FORMER CONFORMED NAME: LOUNSBERRY HOLDINGS II INC DATE OF NAME CHANGE: 20050531 8-K 1 v064810_8k.txt 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): January 29, 2007 Techprecision Corporation (Exact name of registrant as specified in its charter) Delaware 0-51378 51-0539828 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) Bella Drive, Westminster, Massachusetts 01473 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 874-0591 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): |_| 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 1.02 Termination of a Material Agreement. On January 29, 2007, the management agreement dated February 25, 2006 between the Company and Techprecision LLC was terminated as of December 31, 2006. In connection with the termination, the Company made a payment of $16,667 on or about January 15, 2007 and the Company agreed to make eight monthly payments of $9,167 to Techprecision LLC, commencing February 15, 2007 and ending on September 15, 2007. As a result of the termination of the management agreement, Mr. Reindl no longer receives compensation through Techprecision LLC, and the Company is paying Mr. James G. Reindl, the Company's chief executive officer, directly for his services as chief executive officer. Mr. Reindl now receives salary of $160,000 per annum. Mr. Reindl is negotiating an employment agreement with the Company's compensation committee. Item 9.01 Financial Statements and Exhibits. Exhibits 99.1 Letter agreement dated January , 2007 between Techprecision Corporation and Techprecision LLC 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. TECHPRECISION CORPORATION (Registrant) Date: February 7, 2007 /s/ James G. Reindl ------------------------------ James G. Reindl, Chairman EX-99.1 2 v064810_ex99-1.txt Exhibit 99.1 Techprecision Corporation Bella Drive Westminster, Massachusetts 01473 January , 2007 Techprecision LLC 900 Third Avenue, 13th floor New York, New York 10017 Attention: Mr. Andrew A. Levy Re: Management Agreement Gentlemen: ------------------------------- This letter will confirm that the management agreement (the "Management Agreement") dated February 25, 2006, by and between Techprecision Corporation (the "Company") and Techprecision LLC (the "LLC") is terminated on and as of December 31, 2006, and, neither party shall have any obligation to the other subsequent to December 31, 2006, except that (i) the obligations of the parties pursuant to Sections 6, 7, 8 and 9 and, to the extent related to such sections, Section 10 of the Management Agreement shall continue in full force and effect as set forth in the Management Agreement, subject to the last sentence of this letter, (ii) the Company has made a payment of $16,666,67 on or about January 15, 2007, and (iii) the Company will make eight monthly payments in the amount of $9,166.67 to TechPrecision LLC on the 15th day of each month commencing February 15, 2007 and ending on September 15, 2007. For purposes of Section 7.1 of the Management Agreement, the restrictions shall continue until September 30, 2008. Please confirm your agreement with the foregoing. Very truly yours, TECHPRECISION CORPORATION AGREED TO: By:/s/ Mary Desmond -------------------------------- TECHPRECISION LLC Mary Desmond, CFO By: /s/ Andrew A. Levy ----------------------- Andrew A. Levy, Manager /s/ Andrew A. Levy - ------------------ Andrew A. Levy /s/ James G. Reindl - ------------------- James G. Reindl /s/ Martin M. Daube - ------------------- Martin M. Daube -----END PRIVACY-ENHANCED MESSAGE-----