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LRAD > SEC Filings for LRAD > Form 8-K on 27-Jun-2013All Recent SEC Filings

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Form 8-K for LRAD CORP


Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.

On June 21, 2013, the Board of Directors (the "Board") of LRAD Corporation (the "Company") approved a form of indemnification agreement for directors and officers (the "Indemnification Agreement"). On June 21, 2013, the Company entered into the Indemnification Agreements with each of its directors and executive officers. The directors of the Company are currently Thomas R. Brown, Helen C. Adams, Laura Clague, Raymond C. Smith and Bill VanDeWeghe, and the executive officers of the Company are current Thomas R. Brown and Katherine H. McDermott. The Company anticipates that it will enter into a substantially similar Indemnification Agreement with new directors or executive officers.

The Indemnification Agreement generally provides, among other things, for mandatory indemnification of the director or executive officer (the "Indemnitee") to the fullest extent permitted by applicable law against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any proceeding in which the Indemnitee is involved because the Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or her (or a failure to take action by him or her) or of any action (or failure to act) on his or her part while acting pursuant to his or her status as a director, officer, employee or agent of the Company or any other corporation, limited liability company, partnership or joint venture, trust or other enterprise for which he or she is or was serving at the request of the Company, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Company.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the forms of Indemnification Agreement attached to this Form 8-K as Exhibit 10.1, which is incorporated by reference.

Item 8.01 Other Events.

On June 25, 2013, the Company received a notice from The Nasdaq Stock Market ("Nasdaq") confirming that the Company has regained compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

The Company had previously announced that it had received notice from Nasdaq on May 28, 2013 that it was not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Company was provided with 180 days, or until November 25, 2013, to come into compliance with the rule. On June 25, 2013, Nasdaq confirmed to the Company that, as a result of the Company's common stock closing with a bid price of at least $1.00 for at least ten consecutive days, the Company has regained compliance with the rule and that the matter is now closed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Form of Indemnification Agreement

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