Current Report Filing (8-k)
November 07 2019 - 4:46PM
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): November 4, 2019
OPTEX
SYSTEMS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-54114
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90-0609531
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1420
Presidential Drive, Richardson, TX
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75081-2439
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (972) 644-0722
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:
[ ]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 DFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
[ ]
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Emerging
growth company
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[ ]
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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.
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Item
5.02 Departure of Directors and Appointment of New Directors
On
November 4, 2019, the Board of Directors of Optex Systems Holdings, Inc. (the “Company”) appointed three new directors:
Larry Hagenbuch, Dale Lehmann and Rimmy Malhotra, all of whom have been qualified as independent as defined under Nasdaq Listing
Rules by the Board.
Larry
Hagenbuch joins the Board and has accepted the role of Audit Committee Chair. He is currently a Managing Director at Huron Consulting
Group. Prior to that, He was the Chief Operating Officer and Chief Financial Officer for J. Hilburn, Inc., a custom clothier for
men from Dec 2009 to May 2019. He served on the board of directors of Remy International (REMY) from November 2008 until that
company’s sale to BorgWarner in November 2015, where he served on the audit and compensation committees. He also currently
serves on the board of directors for both Arotech (ARTX) and HireQuest (HQI). Mr. Hagenbuch has served in senior management positions
for SunTx Capital Partners, Alix Partners, GE / GE Capital, and American National Can Group, Inc. Larry began his professional
career in the United States Navy. The Board has determined that Mr. Hagenbuch is qualified to serve on the Board due to his longstanding
experience as an officer and director of public companies.
Dale
Lehmann joins the Board as an industry expert having over 30 years of management, strategy, product development, delivery and
operational experience in the electro-optical industry. He was the Director of Business Development & Strategy for General
Dynamics Global Imaging Technologies Group from 2014 through 2017. Prior to that, he was the Senior Vice President & General
Manager of the Infrared Products Group for L-3 Communications/Cincinnati Electronics from 1995 through 2014. He currently sits
on the Board of Directors for Adimec USA, a provider of application specific imaging solutions. The Board has determined that
Mr. Lehmann is qualified to serve on the Board due to his longstanding industry expertise.
Rimmy
Malhotra joins the Board and has accepted the role of Compensation Committee Chair. He currently manages The Nicoya Fund, an investment
partnership whose partners include, high net worth individuals, entrepreneurs and family offices and has acted in that capacity
since 2013. He currently serves as Vice-Chairman of HireQuest, a NASDAQ listed staffing operator. He holds an MBA from The Wharton
School in Finance, MA in International Affairs from The University of Pennsylvania and a Bachelor of Science in Computer Science
from Johns Hopkins University. The Board has determined that Mr. Malhotra is qualified to serve on the Board due to his capital
markets experience.
All
three new independent directors will be compensated in accordance with the Company’s non-employee director compensation
policies.
Bill
Bates and Karen Hawkins have resigned as directors of the Company in order to enable the Company to have this reconstituted Board
comprised of a majority of independent directors. David Kittay also resigned from the Company’s Board and Audit Committee
to pursue other business interests.
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.
Optex
Systems Holdings, Inc.
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(Registrant)
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By:
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/s/
Karen Hawkins
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Karen
Hawkins
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Title:
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Chief
Financial Officer
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Date:
November 7, 2019
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