Current Report Filing (8-k)
January 09 2013 - 5:25PM
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: January 9, 2013
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-5828
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23-0458500
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
I.D. No.)
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P.O. Box 14662
Reading, Pennsylvania
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19612-4662
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(Address of principal executive offices)
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(Zip Code)
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(610) 208-2000
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 9, 2013, Carpenter Technology Corporation (
Carpenter
) announced
the appointment of Tony R. Thene as Senior Vice President and Chief Financial Officer, effective January 31, 2013. Mr. Thene, 52, holds a bachelors degree in accounting from Indiana State University and a Masters of Business
Administration from Case Western Reserve University. Mr. Thene will join Carpenter after 23 years with Aloca Inc., a leading producer of primary and fabricated aluminum. He is currently the Chief Financial Officer for Alcoas Engineered
Products and Solutions business headquartered in New York City. Prior to his current position, Mr. Thene was Vice President & Controller for Alcoa and was responsible for all corporate and business technical accounting matters,
including financial controls and all Securities Exchange Commission filings.
Mr. Thenes base salary was
established at $430,000 per year, and he received a one-time signing bonus of $100,000. Mr. Thene will be eligible to participate in Carpenters annual bonus plan for fiscal year 2013 with a target level cash bonus of 80% of
his salary. The target is based on operating income, operating margin, working capital, and certain customer and safety related performance objectives. On his start date with Carpenter, Mr. Thene will receive a one-time award of restricted
stock units valued as $350,000, which will vest on the third anniversary of his start date provided his employment continues through such date. Mr. Thene will be eligible to participate in Carpenters Severance Pay Plan for Executives and
Change of Control Severance Plan, as well as Carpenters other benefit programs.
In connection with
Mr. Thenes assumption of the role of Carpenters Chief Financial Officer, K. Douglas Ralph will no longer serve in that position but will remain involved with Carpenter as needed in an advisory capacity during Mr. Thenes
transition.
Attached hereto as
Exhibit 10.1
is the offer letter with employment terms signed by Mr. Thene, which
summarizes the terms of his employment with Carpenter. The press release announcing Mr. Thene being named as Carpenters Chief Financial Officer is attached hereto as
Exhibit 99.1
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Exhibit 10.1
and
Exhibit 99.1
are
incorporated herein by reference.
On
January 9, 2013, Carpenter also announced the promotion of Andrew Ziolkowski to the position of Senior Vice President Commercial, Specialty Alloy Operations & Latrobe Operations. The press release announcing
Mr. Ziolkowskis promotion is attached hereto as
Exhibit 99.2
and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Terms for Tony R. Thene
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99.1
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Press Release dated January 9, 2013 regarding Tony R. Thene
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99.2
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Press Release dated January 9, 2013 regarding Andrew Ziolkowski
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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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CARPENTER TECHNOLOGY CORPORATION
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By:
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/s/ James D. Dee
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Name: James D. Dee
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Title: Vice President, General Counsel and Secretary
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Date: January 9, 2013
Exhibit Index
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Exhibit No.
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Description
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10.1
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Employment Terms for Tony R. Thene
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99.1
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Press Release dated January 9, 2013 regarding Tony R. Thene
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99.2
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Press Release dated January 9, 2013 regarding Andrew Ziolkowski
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