Current Report Filing (8-k)
July 24 2019 - 3:38PM
Edgar (US Regulatory)
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): July 19,
2019
__________________________________________
Lakeland Industries, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-15535
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13-3115216
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
EmployerIdentification No.)
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3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York
11779-7410
(Address of
principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(631)
981-9700
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.01 Par Value
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LAKE
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NASDAQ
Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
July 19, 2019, Lakeland Industries, Inc. (the
“Company”) entered into an Employment Agreement (the
“Employment Agreement”) with Allen Dillard pursuant to
which Mr. Dillard will be employed as Chief Financial Officer of
the Company, effective August 12, 2019.
Prior
to joining the Company, Mr. Dillard, age 59, was employed by
Digium, Inc., a provider of Voip communications solutions, as the
Chief Financial Officer from 2015 to 2019. From 2004 to 2015, Mr.
Dillard served as Chief Executive Officer of Mobular Technologies,
a provider of web-based compliance communications to the financial
services industry.
The Employment Agreement is for a term of eighteen
(18) months commencing on August 12, 2019 through and including
February 11, 2021 (the “Term”), subject to early
termination as provided therein. The Employment Agreement provides
for a base salary of $240,000 per year. The Employment Agreement
also provides for a grant of a stock option upon commencement of
employment and eligibility for a bonus of up to 20% of base salary
for the fiscal year ending January 31, 2020 and thereafter an
annual bonus
if determined in the Company’s sole
discretion by the Compensation Committee of the Company’s
Board of Directors (the “Compensation Committee”) in
such amount, and based upon such parameters (if any), as determined
by the Compensation Committee.
The
Employment Agreement contains certain provisions providing for
severance payments to Mr. Dillard in the event that he is
terminated by the Company without cause or by Mr. Dillard for Good
Reason (generally, for failure by the Company to pay Mr.
Dillard’s salary, material diminution in Mr. Dillard’s
authority or material breach by the Company of the Employment
Agreement). The payment is to Mr. Dillard is greater in the event
that such termination without cause or for Good Reason is within 18
months after a change of control. Also under the Employment
Agreement,
Mr. Dillard is
subject to non-competition and non-solicitation restrictions during
the Term and for a period of one year thereafter.
The
foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the
text of the Employment Agreement with Mr. Dillard, a copy of which
are attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
10.1
Employment Agreement, dated July
19, 2019, between Lakeland Industries, Inc. and Allen
Dillard.
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.
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LAKELAND
INDUSTRIES, INC.
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Date:
July 24, 2019
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By:
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/s/
Christopher J. Ryan
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Christopher J.
Ryan
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Chief Executive
Officer & President
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EXHIBIT INDEX
Exhibit Number
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Description
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Employment
Agreement, dated July 19, 2019, between Lakeland Industries, Inc.
and Allen Dillard.
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