Attached files
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| EX-99.1 - EX-99.1 - UniTek Global Services, Inc. | v205473_ex99-1.htm |
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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): December 8, 2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-28579
(Commission
File Number)
|
75-2233445
(IRS
Employer Identification No.)
|
|
1777
Sentry Parkway West, Blue Bell, PA
(Address
of Principal Executive Offices)
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19422
(Zip
Code)
|
Registrant’s
telephone number, including area code: (267) 464-1700
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 (see General Instruction A.2. below):
|
¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting material pursuant to Rule 14a-12(b)
under the Exchange Act (17 CFR
240.14a-12(b))
|
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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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Directors
On
December 8, 2010, the Board of Directors (the “Board”) of UniTek Global
Services, Inc. (the “Company”) appointed three members to the Board, Michael F.
O’Donnell, Michael Montelongo and Robert F. Stott, thereby expanding the Board
to 11 members. The appointments became effective on December 10,
2010. Messrs. O’Donnell, Montelongo and Stott are considered by the
Company to be “independent” as that term is defined by Rule 4200(a)(15) of the
National Association of Securities Dealers Manual.
Mr.
O’Donnell, CPA, 64, is a financial expert with close to 40 years of experience
in the audit and consulting industries. He has dealt extensively with
multinational corporate boards and senior management teams on key strategic
issues, external auditors and consultants. Most recently Mr. O’Donnell served as
a Founding Managing Director of Protiviti, Inc., a global business consulting
and internal audit firm specializing in risk, advisory and transaction services.
Previously, Mr. O’Donnell spent 33 years at Arthur Andersen LLP, occupying
numerous senior level positions in risk consulting, audit services and the
energy industry program. Mr. O’Donnell received a B.S. in Accounting from
Central Michigan University, where he was also recognized as an Honorary Doctor
of Commerce.
Mr.
Montelongo, 55, currently serves as Senior Vice President and Chief
Administrative Officer of Sodexo, Inc., an $8 billion quality of daily life
solutions enterprise. Previously, Mr. Montelongo served as that company’s Senior
Vice President of Strategic Marketing. In 2001, Mr. Montelongo was appointed by
former President George W. Bush and confirmed by the U.S. Senate as Assistant
Secretary of the Air Force. He is a member of the Council on Foreign
Relations, serves on the Board of Trustees for Aerospace Corporation and on the
National Aeronautics and Space Administration (NASA) Advisory Council, and is a
former board director for Denny’s Corporation and Datapath, Inc. Mr. Montelongo
received an M.B.A. from the Harvard School of Business and a B.S. in Engineering
from the United States Military Academy.
Mr.
Stott, 64, is a telecommunications industry veteran. In 2007, he retired as
President of the Northeast Region of Verizon Wireless after serving at Verizon
and its legacy companies for over 40 years. Mr. Stott began his
career as an equipment installer with the New England Telephone Company and held
a number of senior-level positions with NYNEX Mobile through that company’s
merger with Bell Atlantic in 1995. Following the merger, Mr. Stott was appointed
the President of Bell Atlantic Mobile’s Philadelphia Tri-State region, where he
remained until assuming the role in New England in 1998. Mr. Stott received an
M.B.A. from Pace University and a B.S. in Applied Mathematics from UMass
Lowell.
In
addition to their appointments to the Board, Mr. O'Donnell was appointed to the
Board's Audit Committee, Mr. Montelongo was appointed to the Board's Corporate
Governance and Nominating Committee and Mr. Stott was appointed to the Board's
Compensation Committee.
Each
independent director is entitled to an annual stipend of $40,000 and a $2,500
fee for meetings attended in person and a $1,500 fee for meetings attended by
phone. Each member of the Board's Audit Committee is entitled to a
$1,000 fee for each committee meeting attended. Each member of the
Board's Corporate Governance and Nominating Committee is entitled to a $500 fee
for each committee meeting attended. Each member of the Board's
Compensation Committee is entitled to a $500 fee for each committee meeting
attended. As part of the appointments to the Board, the Board
approved a grant of 4,466 restricted stock units under the Company's 2009
Omnibus Equity and Incentive Compensation Plan to each of Messrs. O’Donnell,
Montelongo and Stott.
On
December 13, 2010, the Company issued a press release announcing the
appointments to the Board. The press release is filed as Exhibit 99.1
to this report and the terms thereof are incorporated herein by
reference.
Resignation
of Director
On
December 9, 2010, Daniel Hopkin resigned his position as a member of the Board,
such resignation to be effective immediately. Mr. Hopkin’s
resignation is not as a result of any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
Resignation
of Officer
On
December 8, 2010, Richard B. Berliner resigned his position as the Company’s
Chief Marketing Officer and the Chief Executive Officer of the Company’s
wireless division, BCI Communications, Inc., such resignation to be effective
December 31, 2010. Mr. Berliner will continue to hold his position as
a director on the Board.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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99.1
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Press
Release, dated December 13, 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.
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UNITEK
GLOBAL SERVICES, INC.
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Date:
December 14, 2010
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By:
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/s/ Kyle M. Hall
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Kyle
M. Hall
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General
Counsel, Corporate Secretary
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