SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 4, 2007
Arrhythmia
Research Technology, Inc.
(Exact
name of issuer as specified in its charter)
|
Delaware
(State
or other jurisdiction of Incorporation or
organization)
|
1-9731
(Commission
File Number)
|
72-0925679
(I.R.S.
Employer Identification
Number)
|
25
Sawyer
Passway
Fitchburg,
MA 01420
(Address
of principal executive offices and zip code)
(978)
345-5000
(Registrant's
telephone number, including area code)
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
5.02 Departure of Directors
or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Micron
Products, Inc. (“Micron”), a
wholly owned subsidiary of Arrhythmia Research Technology, Inc.(“ART”) engaged
Michael Nolan to serve as Chief Operating Officer of Micron pursuant to a
one
year employment agreement effective as of June 4, 2007. The
agreement is terminable
by Micron for “cause” as defined in the agreement and, in the event Micron
terminates Mr. Nolan’s employment without “cause” Mr. Nolan shall be entitled to
severance equal to six months pay. In accordance with the employment
agreement, Mr. Nolan is entitled to receive compensation of $125,000 per
annum. The agreement contains customary non-compete and
confidentiality provisions. In addition, Mr. Nolan received options
to acquire 10,000 shares of ART’s common stock subject to vesting as to
one-fifth of such options commencing June 4, 2008.
Prior
to
joining Micron, Mr. Nolan served as the Managing Director of Braver Business
Strategies of Newton, Massachusetts from 2001 to 2004. Braver
Business Strategies is the consulting arm of The Braver Group, a regional
CPA
firm. Before it was acquired by Braver in 2004 Mr. Nolan was a
founder in 1995 and managing partner of Nolan Brown Partners, LLC., a business
consulting firm that specialized in assisting traditional manufacturing
enterprises in finding and developing products and markets. He has
also owned and operated his own manufacturing company, and worked in mergers
and
acquisitions for a New York based venture capital group. Mr. Nolan
earned a bachelors degree from Bates College, and a Masters of Business
Administration from the University of Kentucky.
Mr.
Nolan
will be eligible to participate in all applicable corporate benefit programs
including medical insurance plans, stock option plans, group life and disability
plans.
There
are
no family relationships among Mr. Nolan and ART’s directors, executive officers
or persons nominated or chosen by ART to become directors or executive
officers. There are no transactions in which Mr. Nolan has an
interest requiring disclosure pursuant to Item 404(a) of Regulation S-B
promulgated under the Securities Exchange Act of 1934, as amended, since
the
beginning of ART’s last fiscal year or currently proposed transaction, other
than as described above, between ART and Mr. Nolan.
Item
7.01 Regulation FD
Disclosure.
On May
29, 2007, ART issued a press release announcing Mr. Nolan’s
appointment. A copy of the press release is attached hereto as
Exhibit 99.1 and furnished herewith.
Item
9.01. Financial Statements
and
Exhibits
|
(d)
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The
following exhibits are furnished with this
report:
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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, thereunto
duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts,
on the
8th day of
June
2007.
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ARRHYTHMIA
RESEARCH TECHNOLOGY, INC.
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By: /s/
David A. Garrison
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Executive
Vice President and
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