Current Report Filing (8-k)
August 01 2019 - 8:16AM
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 30, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Oregon
|
|
000-23996
|
|
93-1151989
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
2765 N.W. Nicolai Street
Portland, Oregon
|
|
97210-1818
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(503) 227-7908
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
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock no par value
Series A Junior Participating Preferred Stock Purchase Rights
|
|
SMIT
|
|
NASDAQ Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 1.01
|
Entry into a Material Definitive Agreement
|
The information provided below in Item 5.02 relating to the consulting agreement is hereby incorporated by reference.
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
(b) On July 30, 2019, Schmitt Industries, Inc. (the Registrant)
appointed Michael R. Zapata as its President and Chief Executive Officer, effective immediately.
Mr. Zapata, age 41, has served as the President and
Executive Chairman of the Registrant since December 1, 2018. Mr. Zapata is the founding member of Sententia Capital Management, LLC (Consultant), a value-based investment firm, of which he has served as general partner of the
Consultant since its inception in 2012. Since 2016, he has served as a director of Intermap Technologies Corporation, a provider of geospatial intelligence solutions, and acts as Chairman of its Nominating and Governance Committee. Previously, he
served as a Special Operations Officer in the United States Navy from 2001-2010. Mr. Zapata has an engineering degree from Texas A&M University and an MBA from Columbia University.
A copy of the press release announcing Mr. Zapatas appointment is furnished as Exhibit 99.1 to this report.
In connection with Mr. Zapatas appointment, the Registrant entered into a consulting agreement with Consultant, where Consultant has agreed to
provide executive management services to the Registrant, which shall be performed by Mr. Zapata. As contemplated by the terms of the agreement, the Registrant will pay to Consultant compensation in the amount of $14,000 per month for the term
of the agreement, which is defined as July 30, 2019 through July 31, 2020 unless extended or earlier terminated. In addition, effective August 6, 2019, the Registrant shall grant Mr. Zapata 17,777 restricted stock units
(RSUs) in accordance with the Registrants Amended and Restated 2014 Equity Incentive Plan, which will vest immediately upon date of grant. In line with the Performance-Based Pay for Executives policy, Mr. Zapata will also be
eligible for an RSU bonus of up to 100% of annual cash compensation upon achieving performance-based objectives determined by the Compensation Committee and agreed upon by Mr. Zapata.
The foregoing description of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the consulting
agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
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.
|
|
|
|
|
|
|
|
|
|
|
SCHMITT INDUSTRIES, INC.
|
|
|
|
|
August 1, 2019
|
|
|
|
By:
|
|
/s/ Ann M Ferguson
|
|
|
|
|
|
|
Name: Ann M Ferguson
|
|
|
|
|
|
|
Title: Chief Financial Officer and Treasurer
|
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Apr 2023 to Apr 2024