Attached files
file | filename |
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EX-99.1 - EX-99.1 - LMI AEROSPACE INC | c60849exv99w1.htm |
EX-10.1 - EX-10.1 - LMI AEROSPACE INC | c60849exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 18, 2010
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
0-24293 (Commission File Number) |
43-1309065 (IRS Employer Identification No.) |
411 Fountain Lakes Blvd., St. Charles, Missouri (Address of Principal Executive Offices) |
63301 (Zip Code) |
(636) 946-6525
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On
October 18, 2010, D3 Technologies Inc. (D3), a wholly
owned subsidiary of LMI Aerospace, Inc. (the Company), entered into an Employment Agreement with Richard Johnson (the
Employment Agreement). Pursuant to the Employment Agreement, Mr. Johnson will be responsible for
the day-to-day operations of D3. The disclosure set forth in Item 5.02 of this Form 8-K is hereby
incorporated by reference.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 1, 2010, D3 shall appoint Richard Johnson, age 60, as the President of D3.
Since 1997, Mr. Johnson has held several executive and managerial positions with Gulfstream
Aerospace Corporation. In 1997 he was appointed Vice President, Chief Engineer; in 2003, Vice
President, Engineering; and in 2009, Vice President, Chief Scientist. During peak periods Mr.
Johnson was responsible for approximately 1,050 engineers, working on new product development,
sustaining engineering on existing product, and providing service engineering support for legacy
products. Major programs included the G350/450, G500/550 and G650. His most recent
responsibilities included directing advancements in design, materials, systems and cockpit
technologies. Gulfstream Aerospace Corporation is not a parent, subsidiary or other affiliate of
the Company. Mr. Johnson also has a BS in Aerospace Engineering from the University of Cincinnati.
On October 18, 2010, D3 entered into the Employment Agreement with Mr. Johnson.
Pursuant to the Employment Agreement, Mr. Johnson will serve as the President of D3, commencing on
November 1, 2010 (the Start Date) and ending on January 1, 2014. Under the terms of the
Employment Agreement, Mr. Johnson will be entitled to an annual base salary of $300,000 for fiscal
years 2010 and 2011, $309,000 for fiscal year 2012 and $318,000 for fiscal year 2013. A copy of
the Employment Agreement is filed herein as Exhibit 10.1 and incorporated by reference herein. The
description of the salient terms of the Employment Agreement set forth in this Section 5.02 does
not purport to be complete and is qualified in its entirety by reference to the Employment
Agreement.
Additionally, and in connection with Mr. Johnsons employment with D3, pursuant to the LMI
Aerospace, Inc. 2005 Long-Term Incentive Compensation Plan, the Compensation Committee of the Board
of Directors of the Company awarded to Mr. Johnson (a) on the Start Date that number of shares of
restricted stock having an aggregate fair market value of $50,000 as of the Start Date and (b) on
the one year anniversary of the Start Date that number of shares of restricted stock having an
aggregate fair market value of $100,000 as of such anniversary date. These restricted shares will
vest on the third anniversary of the date on which they are issued.
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There are no family relationships between Mr. Johnson and any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer. Additionally, there
have been no transactions involving Mr. Johnson that would require disclosure under Item 404(a) of
Regulation S-K.
Ryan Bogan, D3s current President and Chief Executive Officer, shall continue in his capacity of
Chief Executive Officer of D3. Mr. Bogan will transition the responsibility for D3s day-to-day
operations to Mr. Johnson and, as of January 1, 2011, he will take a sabbatical for approximately
one year to complete his Masters of Business Administration degree. During his sabbatical, Mr.
Bogan will continue to provide consultation on key policy, strategic and management decisions to
Mr. Johnson. Additionally, Mr. Bogan will continue to consult with Mr. Saks and the LMI Board of
Directors on matters of significant importance to D3 and LMI.
Section 7.01. Regulation FD
Item 7.01. Regulation FD Disclosure.
On
October 21, 2010, the Company issued a press release (the Press Release) announcing the events
disclosed in Items 1.01 and 5.02 above. The full text of the Press Release is attached as Exhibit
99.1 hereto and incorporated herein by reference.
The information in Item 7.01 above shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||
10.1 | Employment
Agreement dated effective as of November 1, 2010 between D3
Technologies Inc. and Richard Johnson |
|||
99.1 | Press Release dated October 21, 2010 |
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Signature
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.
Dated:
October 21, 2010
LMI AEROSPACE, INC. |
||||
By: | /s/ Lawrence E. Dickinson | |||
Lawrence E. Dickinson | ||||
Vice President, Chief Financial Officer and Secretary |
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EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Employment
Agreement dated effective as of November 1, 2010 between D3
Technologies Inc. and Richard Johnson |
|||
99.1 | Press Release dated October 21, 2010 |
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