Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - Colfax CORP | v171018_ex10-1.htm |
| EX-10.2 - SEPARATION AGREEMENT - Colfax CORP | v171018_ex10-2.htm |
| EX-99.1 - COLFAX CORPORATION PRESS RELEASE - Colfax CORP | v171018_ex99-1.htm |
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 9, 2010
Colfax
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8730
Stony Point Parkway, Suite 150
Richmond,
VA 23235
(Address
of Principal Executive Offices) (Zip Code)
(804) 560-4070
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition.
On
January 11, 2010, Colfax Corporation (the “Company”) issued a press release
regarding 2009 financial guidance. A copy of the Company’s press release is
attached to this report as Exhibit 99.1 and is incorporated in this Item by
reference. The Company has scheduled a conference call for 9:00 a.m. EST on
January 11, 2010 to discuss the items described in this report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The Board
of Directors (the “Board”) of the Company has appointed Clay H. Kiefaber as the
Company’s President and Chief Executive Officer, effective January 9, 2010. Mr.
Kiefaber succeeds John A. Young, who resigned as President and Chief Executive
Officer and as a director of the Company, effective January 9, 2010. Mr.
Kiefaber will remain a director of the Company.
The full
text of the Company’s press release issued on January 11, 2010 is attached
hereto as Exhibit 99.1 and is incorporated in this report by
reference.
Biographical Information
Regarding Mr. Kiefaber
Mr.
Kiefaber, age 54, has served as a director of the Company since May 13, 2008. He
served as Group President of Masco Corporation from 2006 to 2007, during which
time he was responsible for a $2.8 billion group of business units. Prior to
serving as Group President, Mr. Kiefaber was Group Vice President of Masco
Builder Cabinet Group and President of Merillat Industries, each a subsidiary of
Masco Corporation. Mr. Kiefaber joined Merillat Industries in 1989.
Employment Arrangements with
Mr. Kiefaber
On
January 9, 2010, the Company and Mr. Kiefaber entered into an employment
agreement (the “Employment Agreement”). The following summary of the terms and
conditions of the Employment Agreement is qualified in its entirety by reference
to the full text of the Employment Agreement, which is attached hereto as
Exhibit 10.1.
Under the
Employment Agreement, Mr. Kiefaber’s employment with the Company may be
terminated for any reason by either party upon 60 days notice. The Company may
accelerate the termination date under the Employment Agreement so long as
payment is made to Mr. Kiefaber of the base salary amount that would have been
owed for the full notice period. The base salary of Mr. Kiefaber is set under
the Employment Agreement at $525,000 and his base salary may not be reduced
below the amount previously in effect without his written agreement. In
addition, Mr. Kiefaber is entitled to participate in our annual cash incentive
program in a target amount equal to 75% of his base salary then in effect. Mr.
Kiefaber also received a $50,000 signing bonus.
The
Employment Agreement also contains non-competition, non-solicitation and
non-disparagement restrictions during the term of the Employment Agreement and
for certain specified periods thereafter.
Further,
in connection with Mr. Kiefaber’s appointment, the Board approved a grant to him
of 102,124 stock options and 40,850 performance restricted stock units,
effective on January 11, 2010 (the “Grant Date”) pursuant to the terms of the
Company’s 2008 Omnibus Incentive Plan. The stock options vest in three equal
annual installments beginning with the first anniversary of the Grant Date
(subject to Mr. Kiefaber’s continued employment with the Company on each such
anniversary) and will have a per share exercise price equal to the closing price
of the Company’s common stock on the New York Stock Exchange on the Grant Date.
The performance restricted stock units will be earned if the Company has
cumulative adjusted earnings per share equal to at least 110% of the adjusted
earnings per share for the 2009 fiscal year for any four consecutive fiscal
quarters beginning with the first fiscal quarter of 2010 and ending with the
last fiscal quarter of 2013, and, if earned, will vest in two equal installments
upon the fourth and fifth anniversaries of the Grant Date, subject to Mr.
Kiefaber’s continued employment with the Company on each such
anniversary.
The
Employment Agreement also provides for Mr. Kiefaber to receive health insurance
and other benefits, including a relocation package, commensurate with the
benefits we provide our senior executives.
Separation Agreement with
Mr. Young
In
connection with Mr. Young’s resignation, the Company and Mr. Young entered into
a Separation Agreement and General Release (the “Separation Agreement”) on
January 9, 2010, which modifies the terms of the Executive Employment Agreement
between Mr. Young and the Company dated April 29, 2008, as amended effective as
of January 1, 2010 (the “Executive Employment Agreement”). The following summary
of the terms and conditions of the Separation Agreement is qualified in its
entirety by reference to the full text of the Separation Agreement, which is
attached hereto as Exhibit 10.2.
The
Separation Agreement provides that Mr. Young will be entitled to receive cash
payments of (i) $1,265,842 within 10 days of the date of his separation and (ii)
$300,000 following certain events but in no event later than March 15, 2011. In
addition, on January 9, 2010, vesting will accelerate in full for (i) 25,000
performance-based restricted stock units held by Mr. Young for which the
performance measures associated with such awards have been certified as met by
the Compensation Committee of the Board on August 25, 2009 but remained subject
to an additional service based vesting period, (ii) 20,833 stock options granted
to Mr. Young on May 7, 2008 that would have otherwise vested on May 7, 2010,
(iii) 50,403 stock options granted to Mr. Young on March 13, 2009 that would
have otherwise vested on March 13, 2010, and (iv) 50,403 stock options granted
to Mr. Young on March 13, 2009 that would have otherwise vested on March 13,
2011. The term for exercise of these accelerated stock options, as well as
20,834 vested stock options granted in 2008, have been amended so that they will
remain exercisable until March 31, 2012. In addition, 49,933 shares of Colfax
common stock granted to Mr. Young on May 7, 2008 that remain subject to delayed
delivery will be delivered in full to Mr. Young.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Employment
Agreement, dated January 9, 2010, between Clay Kiefaber and Colfax
Corporation
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10.2
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Separation
Agreement, dated January 9, 2010, between John A. Young and Colfax
Corporation
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99.1
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Colfax
Corporation press release dated January 11,
2010
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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.
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Colfax
Corporation
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Date:
January 11, 2010
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By:
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/s/ Thomas M. O’Brien
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Name:
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Thomas
M. O’Brien
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Title:
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Senior
Vice President, General Counsel and Secretary
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EXHIBIT
INDEX
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10.1
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Employment
Agreement, dated January 9, 2010, between Clay Kiefaber and Colfax
Corporation
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10.2
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Separation
Agreement, dated January 9, 2010, between John A. Young and Colfax
Corporation
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99.1
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Colfax
Corporation press release dated January 11,
2010
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