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): February 16, 2012 (February 15, 2012)
International Textile Group, Inc.
| (Exact Name of Registrant as Specified in Its Charter) |
|
Delaware
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000-23938
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33-0596831
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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804 Green Valley Road, Suite 300, Greensboro, North Carolina 27408
(Address, Including Zip Code, of Principal Executive Offices)
(336) 379-6299
(Registrant’s Telephone Number, Including Area Code)
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:
[ ] 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.
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On February 15, 2012, the board of directors (the “Board”) of International Textile Group, Inc. (the “Company”) fixed the size of the Board at nine members, and appointed John W. Gildea as a director. Mr. Gildea, an independent director not previously affiliated with the Company or WL Ross & Co., LLC or Wilbur L. Ross, Jr., the chairman of the Board (“WLR”), founded Gildea Management Company, a management company specializing in investments in middle market companies in the United States and Europe, in 1984. Mr. Gildea currently serves on the board of directors of Misonix, Inc. and served on the board of directors of America Service Group Inc. from 2006 to 2011 and Sterling Chemicals, Inc. from 2002 to 2011.
Mr. Gildea’s appointment brings to three the number of directors not affiliated with WLR. His compensation for service as a director will be consistent with that of the Company’s other non-employee directors not affiliated with WLR, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. There are no arrangements or understandings between Mr. Gildea and any other person pursuant to which he was selected as a director, and there are no transactions involving Mr. Gildea that would be required to be reported under Item 404(a) of Regulation S-K.
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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INTERNATIONAL TEXTILE GROUP, INC.
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By:
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/s/ Neil W. Koonce | |
| Name: | Neil W. Koonce | ||
| Title: | Vice President, General Counsel and Secretary | ||
| Date: February 16, 2012 | |||