Attached files
| file | filename |
|---|---|
| EX-10.2 - MATERIAL CONTRACTS - General Finance CORP | exh_102.htm |
| EX-10.1 - MATERIAL CONTRACTS - General Finance CORP | exh_101.htm |
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 1,
2018
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
|
|
001-32845
|
|
32-0163571
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
39 East Union Street
|
|
|
|
Pasadena, California
|
|
91103
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(626) 584-9722
(Registrant’s Telephone Number, Including Area
Code)
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))
|
EXPLANATORY NOTES
Certain References
References to “we,” “us,”
“our” or the “Company” refer to General
Finance Corporation, a Delaware corporation (“GFN”),
and its consolidated subsidiaries. These subsidiaries
include GFN U.S. Australasia Holdings, Inc., a Delaware corporation
(“GFN U.S.”); GFN Insurance Corporation, an Arizona
corporation (“GFNI”); GFN North America Leasing
Corporation, a Delaware corporation (“GFNNA Leasing”);
GFN North America Corp., a Delaware corporation
(“GFNNA”); GFN Realty Company, LLC, a Delaware limited
liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware
corporation (“GFNMC”), and its subsidiary, Southern
Frac, LLC, a Texas limited liability company (collectively
“Southern Frac”); Pac-Van, Inc., an Indiana
corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone Star”); GFN
Asia Pacific Holdings Pty Ltd, an Australian corporation
(“GFNAPH”), and its subsidiaries, GFN Asia Pacific
Finance Pty Ltd, an Australian corporation (“GFNAPF”),
Royal Wolf Holdings Limited, an Australian corporation
(“RWH”), and its Australian and New Zealand
subsidiaries (collectively, “Royal Wolf”).
TABLE OF CONTENTS
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
Item 5.02
|
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
|
|
1
|
|
|
|
|
|
|
|
|
|
Item 9.01
|
|
Financial Statements and Exhibits
|
|
3
|
|
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
Exhibit 10.1
|
|
Valenta Employment Agreement dated January 1, 2018
|
|||
|
|
|
|
|||
|
Exhibit 10.2
|
|
Miller Employment Agreement dated January 1, 2018
|
|||
|
|
|
|
|||
i
|
Item 1.01
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
|
Ronald Valenta Appointed Executive Chairman of the
Board
Mr.
Ronald Valenta, age 59, resigned as the Chief Executive Officer of
General Finance Corporation (the “Company”) effective
January 1, 2018. The board of directors (the “Board”)
of the Company appointed Mr. Valenta as the Executive Chairman of
the Board effective as of January 1, 2018. The Company and Mr.
Valenta entered into an employment agreement effective January 1,
2018, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference (the “Valenta Employment
Agreement”). The following description of the Valenta
Employment Agreement is qualified in its entirety by the Valenta
Employment Agreement.
Under
the Valenta Employment Agreement, Mr. Valenta will serve as the
Executive Chairman of the Board commencing on January 1, 2018. The
Valenta Employment Agreement will continue until terminated by one
of the parties or by its terms. The Valenta Employment Agreement
provides that the Company will pay Mr. Valenta a base salary of
$240,000 (the “Valenta Base Salary”), and the Valenta
Base Salary will be reviewed annually. Mr. Valenta will be eligible
for a quarterly bonus of $46,250 and an annual performance bonus
for fiscal year 2018 and every year thereafter as determined by the
Board and the Compensation Committee. Mr. Valenta will be eligible
for equity awards under the Company’s Amended and Restated
2014 Stock Incentive Plan (the “Plan”) that are granted
to Board members. The Company will pay Mr. Valenta a monthly
automobile allowance of $2,500 and will reimburse Mr. Valenta for
reasonable work-related expenses. The Company will pay for the
medical and dental benefits of Mr. Valenta and his immediate
family. Mr. Valenta will receive certain other benefits, including
participating in all employee benefit plans.
Under
the Valenta Employment Agreement, Mr. Valenta agrees, to the
fullest extent provided by law, to repay or forfeit any bonus,
incentive payment, equity award or other compensation if each of
the three elements is satisfied: (i) the payment, grant or vesting
of such compensation was based upon the achievement of financial
results that were subsequently the subject of a restatement of
financial statements of the Company filed with the Securities and
Exchange Commission (“SEC”), or the amount of the award
was based upon the achievement of financial results which
subsequently were determined to have been overstated; (ii) the
Board determines in its reasonable discretion, exercised in good
faith, that Mr. Valenta engaged in fraud, intentional misconduct or
an intentional violation of law or the Company policy that caused
or contributed to the need for the restatement or caused or
contributed to the overstatement of the financial results; and
(iii) the Board determines in its reasonable discretion, exercised
in good faith, that it is in the best interests of the Company and
its stockholders for Mr. Valenta to repay or forfeit all or any
portion of the bonus, incentive payment, equity award or other
compensation.
The
Company may terminate the Valenta Employment Agreement for Cause
(as defined in the Valenta Employment Agreement), including: (i)
the breach by Mr. Valenta of any obligation, duty or agreement
under the Valenta Employment Agreement, which breach is not cured
or corrected within 15 days of written notice thereof from the
Company; (ii) Mr. Valenta’s commission of any act of personal
dishonesty, fraud, breach of fiduciary duty or trust; (iii) Mr.
Valenta’s conviction of, or plead guilty or nolo contendere
with respect to, theft, fraud, a crime involving moral turpitude,
or a felony under federal or applicable state law; (iv) Mr.
Valenta’s commission of any act of personal conduct that, in
the reasonable opinion of the Board, gives rise to a material risk
of liability under federal or applicable state law for
discrimination or sexual or other forms of harassment or other
similar liabilities to subordinate employees; (v) Mr.
Valenta’s commission of continued and repeated substantive
violations of specific written directions of the Board or continued
and repeated substantive failure to perform duties assigned by or
pursuant to the Valenta Employment Agreement; (vi) Mr.
Valenta’s engagement in conduct that is demonstrably and
materially injurious to the Company and the corporations and legal
entities controlled by the Company (the “Company
Group”), or that materially harms the reputation or financial
position of the Company Group, unless the conduct in question was
undertaken in good faith on an informed basis with due care and
with a rational business purpose and based upon the honest belief
that such conduct was in the best interest of the Company Group;
(vii) Mr. Valenta is found liable in any SEC or other civil or
criminal securities law action or entering any cease and desist
order with respect to such action where the conduct that is the
subject of such action is injurious to the Company Group; (viii)
Mr. Valenta (1) obstructs or impedes, (2) endeavors to influence,
obstruct or impede, or (3) fails to materially cooperate with, any
investigation authorized by the Board or any governmental or
self-regulatory entity; or (ix) Mr. Valenta makes any material
misrepresentations (or omissions) in connection with his resume and
other documents which may have been provided by Mr. Valenta, and
oral statements regarding his employment history, education and
experience, in determining to enter into the Valenta Employment
Agreement.
Mr.
Valenta may terminate the Valenta Employment Agreement for
“Good Reason” (as defined in the Valenta Employment
Agreement) including upon (a) a reduction in his Valenta Base
Salary; (b) the assignment to Mr. Valenta of duties and
responsibilities that are materially beneath those of an executive
chairman and provided that he notifies the Company within five
business days of the assignment of such duties that he believes are
the basis of termination of his employment for Good Reason and the
Company does not revoke such duties and responsibilities. Mr.
Valenta is entitled to severance payments equal to one year of the
Valenta Base Salary if his employment is terminated for Good Reason
or there is a change of control of the Company (as defined in the
Valenta Employment Agreement).
1
Jody Miller Appointed Chief Executive Officer
On
January 1, 2018, the Board appointed Mr. Jody Miller, age 50, the
Chief Executive Officer of the Company, replacing Mr. Valenta who
previously served as the Company’s Chief Executive Officer.
Mr. Miller has served as the Company’s President since
January 2017 and as its Executive Vice President from June 2015 to
January 2017. Since July 2017, Mr. Miller has served as the
President of Southern Frac LLC, the Chief Executive Officer of GFN
Manufacturing Corporation and GFN North America Corp. and the Chief
Executive Officer of Lone Star Tank Rental Inc. Mr. Miller
has also served as the Chief Executive Officer of GFN North America
Leasing Corporation since June 2016. Mr. Miller has served as
director of GFN Manufacturing Corporation, Lone Star Tank Rental
Inc., GFN North America Leasing Corporation, GFN U.S. Australasia
Holdings, Inc. and Royal Wolf Holdings Limited since June 2014,
September 2014, June 2016, June 2016 and July 2016,
respectively. Mr. Miller served as a consultant to GFN
Manufacturing Corporation from May 2013 to June
2015. Mr. Miller has over 25 years of experience in the
equipment rental industry, including from December 2008 to May 2013
as Mobile Mini, Inc.’s Executive Vice President and Chief
Operations Officer, five years at Mobile Storage Group, Inc. as
Senior Vice President and fifteen years at RSC Holdings, Inc. where
he held many positions including Regional Vice President for seven
years.
Mr. Miller and the Company entered into an
employment agreement dated January 1, 2018, a copy of which is filed herewith as Exhibit 10.2
and incorporated herein by reference (the “Miller Employment
Agreement”). The following description of the Miller
Employment Agreement is qualified in its entirety by the Miller
Employment Agreement.
Under the Miller Employment Agreement, Mr. Miller
will serve as the Chief Executive Office and President of the
Company commencing on January 1, 2018, and the Miller Employment
Agreement will continue until terminated by one of the parties or
by its terms. The Miller Employment Agreement provides that the
Company will pay Mr. Miller a base salary of $335,000 per year for
the remaining six months of fiscal year 2018, $400,000 per year
for fiscal year 2019 and $425,000 per year for fiscal year
2020. The base salary will thereafter
be determined annually. Mr. Miller will be eligible for an annual
performance bonus of up to $250,000, $300,000 and $350,000 for
fiscal years 2018, 2019 and 2020, respectively, subject to the
terms and conditions of the Company’s performance bonus plan
and as the Compensation Committee may determine. Mr. Miller will be
granted restricted shares of the Company with an aggregate value of
$335,000 each fiscal year the Miller Employment Agreement is in
effect, one-third of which will vest on each of the first three
anniversaries of the date of grant. The Company will pay Mr. Miller
a monthly automobile allowance, and will pay for the medical and
dental benefits of Mr. Miller and his immediate family, and Mr.
Miller will receive certain other benefits including participating
in all employee benefit plans, vacation and sick
leave.
Under
the Miller Employment Agreement, Mr. Miller agrees, to the fullest
extent provided by law, to repay or forfeit any bonus, incentive
payment, equity award or other compensation if each of the three
elements is satisfied: (i) the payment, grant or vesting of such
compensation was based upon the achievement of financial results
that were subsequently the subject of a restatement of financial
statements of the Company filed with the SEC, or the amount of the
award was based upon the achievement of financial results which
subsequently were determined to have been overstated; (ii) the
Board determines in its reasonable discretion, exercised in good
faith, that Mr. Miller engaged in fraud, intentional misconduct or
an intentional violation of law or the Company policy that caused
or contributed to the need for the restatement or caused or
contributed to the overstatement of the financial results; and
(iii) the Board determines in its reasonable discretion, exercised
in good faith, that it is in the best interests of the Company and
its stockholders for Mr. Miller to repay or forfeit all or any
portion of the bonus, incentive payment, equity award or other
compensation.
The Company may terminate the Miller Employment
Agreement for “Cause” (as defined in the Miller
Employment Agreement), including: (i) the breach by Mr. Miller of
any obligation, duty or agreement under the Miller Employment
Agreement, which breach is not cured or corrected within
15 days of written notice thereof from the Company; (ii) Mr.
Miller’s commission of any act of personal dishonesty, fraud,
breach of fiduciary duty or trust; (iii) Mr. Miller’s
conviction of, or plead guilty or nolo contendere with respect to,
theft, fraud, a crime involving moral turpitude, or a felony under
federal or applicable state law; (iv) Mr. Miller’s commission
of any act of personal conduct that, in the reasonable opinion of
the Board, gives rise to a material risk of liability under federal
or applicable state law for discrimination or sexual or other forms
of harassment or other similar liabilities to subordinate
employees; (v) Mr.
Miller’s commission of continued and repeated substantive
violations of specific written directions of the Board or continued
and repeated substantive failure to perform duties assigned by or
pursuant to the Miller Employment Agreement; (vi) Mr.
Miller’s engagement in conduct that is demonstrably and
materially injurious to the Company and the Company Group, or that
materially harms the reputation or financial position of the
Company Group, unless the conduct in question was undertaken in
good faith on an informed basis with due care and with a rational
business purpose and based upon the honest belief that such conduct
was in the best interest of the Company Group; (vii) Mr. Miller is
found liable in any SEC or other civil or criminal securities law
action or entering any cease and desist order with respect to such
action where the conduct that is the subject of such action is
injurious to the Company Group; (viii) Mr. Miller (1) obstructs or
impedes, (2) endeavors to influence, obstruct or impede, or (3)
fails to materially cooperate with, any investigation authorized by
the Board or any governmental or self-regulatory entity; or (ix)
Mr. Miller makes any material misrepresentations (or omissions) in
connection with his resume and other documents which may have been
provided by Mr. Miller, and oral statements regarding his
employment history, education and experience, in determining to
enter into the Miller Employment Agreement.
2
Mr.
Miller may terminate the Miller Employment Agreement for
“Good Reason” (as defined in the Miller Employment
Agreement) including upon (a) a reduction in his base salary; (b)
the assignment to Mr. Miller of duties and responsibilities that
are materially beneath those of a chief executive officer and
president, provided that Mr. Miller notifies the Company within
five business days of the assignment of such duties that Mr. Miller
believes are the basis of termination of his employment for Good
Reason and the Company does not revoke such duties and
responsibilities. Mr. Miller is entitled to severance payments
equal to one year’s base salary if his employment is
terminated for Good Reason.
There
are no other agreements or understandings pursuant to which Mr.
Miller was selected as the Chief Executive Officer and President.
There are no family relationships among any of our directors,
executive officers and Mr. Miller. There are no related party
transactions between the Company and Mr. Miller which are
reportable under Item 404(a) of Regulation S-K.
|
Item 9.01
|
Financial Statements and Exhibits
|
|
Exhibit
|
Exhibit
Description
|
|
|
|
|
10.1
|
Valenta Employment Agreement dated January 1, 2018
|
|
|
|
|
10.2
|
Miller Employment Agreement dated January 1, 2018
|
|
|
|
3
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.
|
|
|
|
|
|
|
|
GENERAL FINANCE CORPORATION
|
|
||
|
Dated: January 3, 2018
|
By:
|
/s/ CHRISTOPHER A. WILSON
|
|
|
|
|
|
Christopher A. Wilson
|
|
|
|
|
|
General Counsel, Vice President and Secretary
|
|
|
|
|
||||
4
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
Valenta Employment Agreement dated January 1, 2018
|
|
|
|
|
|
|
|
Miller Employment Agreement dated January 1, 2018
|
5