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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 31, 2004
FARMSTEAD TELEPHONE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15938 06-1205743
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
22 Prestige Park Circle, East Hartford, CT 06108-3728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 610-6000
___________________________________________________________________________
(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
(17CFR 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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 6, 2005, Farmstead Telephone Group, Inc. issued a press
release announcing the appointment of Alfred G. Stein to the position of
Executive Vice President, effective January 15, 2005. Mr. Stein succeeds
Michael R. Johnson who departed the Company December 31, 2004. Since
September 13, 2004, Mr. Stein has been a consultant to the Company,
assisting management in the development of a strategic re-direction of the
Company's sales organization and product offerings.
The Company and Mr. Stein have reached agreement on the principal
terms of a two-year employment agreement which will include the following
key provisions: (i) an annual base salary of $175,000, (ii) an annual bonus
of up to 100% of base salary based upon the attainment of a Board-approved
annual business plan which includes revenue and operating profit targets
and (iii) the grant of an an option to purchase up to 250,000 shares of
common stock under the 2002 Stock Option Plan at an exercise price equal to
the fair market value of the common stock on the effective date of his
employment. Fifty Thousand (50,000) shares are exercisable six months after
the grant date, 100,000 shares are exercisable one year after the grant
date, and 100,000 shares are exercisable two years after the grant date.
The options expire ten years after the grant date. From September 13, 2004
to January 15, 2005, Mr. Stein earned $40,000 in consulting fees.
Mr. Stein comes to Farmstead with extensive experience in the
telecommunications industry. Since 2002 he served as founder and President
of Matthews & Wolf, LLC, a small business consulting firm. From 1998 to
2002 he served as Vice President - Business Process Development for
Exp@nets, Inc. a voice and data solutions provider with over $1 billion in
revenues. From 1983 to 1998, he was President of Eagle Intercommunications,
Inc. a New York based telecommunications solution provider selling Toshiba,
NYNEX and Avaya products and services. Eagle was acquired by Exp@nets in
May of 1998.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99(a) Press release dated January 6, 2005.
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.
FARMSTEAD TELEPHONE GROUP, INC.
By: /s/Robert G. LaVigne
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Robert G. LaVigne
Executive Vice President &
Chief Financial Officer
Date: January 6, 2005
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