- Current report filing (8-K)
August 05 2010 - 5:26PM
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):
August 5, 2010
STR
Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-34529
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27-1023344
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation or Organization)
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Identification No.)
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10 Water Street
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Enfield, Connecticut
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06082
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (
860) 749-8371
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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(d) Election of Directors
On August 5,
2010, the Board of Directors (the Board) of STR Holdings, Inc. (the Company)
approved the expansion of the Board from eight (8) members to ten (10) members
and elected Robert M. Chiste and Dr. Uwe
Krueger to fill the vacancies. In connection with the expansion of the Board,
Dominick J. Schiano, a member of the Board, resigned from the Companys Audit
Committee as planned and Mr. Chiste was appointed to replace him. The
Board has determined that Mr. Chiste is independent under the applicable rules of
the NYSE and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934,
as amended. Jason L. Metakis, a member of the Board, resigned from the Companys
Nominating and Corporate Governance Committee and Dr. Krueger was
appointed to replace him. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Mr. Chiste
and Dr. Krueger will each be paid quarterly in arrears a base annual
retainer of $50,000 and a fee of $2,000 for each board and committee meeting
attended. Mr. Chiste and Dr. Krueger were each issued 4,109 shares of
the Companys common stock having a fair market value of approximately $100,000
which shares will vest annually in equal installments over four years. For each
subsequent year of continued service on the Board, each of Mr. Chiste and Dr. Krueger
will receive an annual issuance of shares of Company common stock having a fair
market value equal to $45,000 based upon the closing price of the Companys
common stock on the date prior to the date of issuance, which shares will vest
annually in equal installments over three years. The Company will also
reimburse Mr. Chiste and Dr. Krueger for reasonable expenses incurred
to attend Board and committee meetings.
There
are (1) no arrangements or understandings between either of Mr. Chiste
or Dr. Krueger and any other person pursuant to which Mr. Chiste and Dr. Krueger
were elected to the Board of Directors, and (2) no transactions between
either of Mr. Chiste or Dr. Krueger and the Company that would
require disclosure under Item 404(a) of Regulation S-K.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
99.1
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Press
release entitled STR Holdings, Inc. Appoints Robert M. Chiste and
Dr. Uwe Krueger to Its Board of Directors, issued by the Company on
August 5, 2010.
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2
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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STR Holdings, Inc.
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Date:
August 5, 2010
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By:
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/s/ Barry A. Morris
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Barry A. Morris
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Executive Vice President and Chief Financial
Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press
release entitled STR Holdings, Inc. Appoints Robert M. Chiste and
Dr. Uwe Krueger to Its Board of Directors, issued by the Company on
August 5, 2010.
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4
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