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 31, 2011
Shiloh Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21964 | 51-0347683 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
880 Steel Drive, Valley City, Ohio 44280
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(330) 558-2600
N/A
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Kevin P. Bagby, Vice President Finance and Chief Financial Officer of the Company, resigned from the Company on January 31, 2011 to pursue other opportunities. In connection with his resignation, the Company and Mr. Bagby entered into a separation agreement that provides a customary release from Mr. Bagby in favor of the Company and that the Company will continue to pay Mr. Bagby his base salary for a period of twelve (12) weeks and will reimburse Mr. Bagby for a period of twelve (12) weeks the cost of COBRA coverage.
On January 31, 2011, Thomas M. Dugan, age 46, was appointed Vice President Finance and Treasurer. Mr. Dugan has been with the Company since December 1999. He served as Director of Finance until January 2001 when he was promoted to the position of Treasurer. Mr. Dugan served as Treasurer until his January 31, 2011 appointment as Vice President Finance and Treasurer. There are no arrangements or understandings with respect to Mr. Dugan’s appointment as Vice President Finance and Treasurer with any person other than an understanding between the Company regarding compensation/benefits. The Company has not entered into an employment agreement with Mr. Dugan, and he will serve at the pleasure of the Company’s Board of Directors.
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.
| Date: February 4, 2011 |
SHILOH INDUSTRIES, INC. | |||||
| By: | /s/ Thomas M. Dugan | |||||
| Name: | Thomas M. Dugan | |||||
| Title: | Vice President Finance and Treasurer | |||||