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) April 16, 2010
TWIN DISC, INCORPORATED
(exact name of registrant as specified in its charter)
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WISCONSIN |
001-7635 |
39-0667110 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
1328 Racine Street Racine,
Wisconsin 53403
(Address of principal executive offices)
Registrant's telephone number, including area code: (262)638-4000
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 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 16, 2010, the Board of Directors of Twin Disc, Incorporated (the “Company”) voted to increase the number of Directors from eight to nine, in accordance with Section (2) of Article III of the Company’s Bylaws. The increase will be effective from such date until the meeting of the Board of Directors on or about
October 15, 2010, at which time the number of Directors will be decreased to eight with the retirement of Mr. John A. Mellowes from the Company’s Board of Directors.
The Board of Directors then elected Mr. Michael C. Smiley, age 50, as a Director, pursuant to the recommendation of the Nominating and Governance Committee of the Board. Mr. Smiley’s election was effective April 16, 2010. As an outside director, Mr. Smiley will receive an annual retainer of $25,000, paid in quarterly installments,
a $1,500 fee for each Board and committee meeting attended, and $5,000 per year to the extent he would serve as a committee chairman. It is anticipated that Mr. Smiley will attend the Directors’ Audit Committee meeting scheduled for July. If he is reelected to the Board at the 2010 Annual Meeting of Shareholders, Mr. Smiley will be assigned to one or more committees and will also participate in the 2004 Stock Incentive Plan for Non-Employee Directors. There are no arrangements
or understandings between the Company and any other person pursuant to which Mr. Smiley was elected as Director, nor are there any transactions between Mr. Smiley and the Company in which he has a direct or indirect material interest that the Company is required to report pursuant to the rules of the Securities and Exchange Commission.
The Company's press release dated April 20, 2010 announcing Mr. Smiley’s election is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
FORWARD LOOKING STATEMENTS
The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,”
“anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied
by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
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Item 9.01 |
Financial Statements and Exhibits |
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.1 |
Press Release announcing the election of Michael C. Smiley as Director, effective April 16, 2010. |
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: April 20, 2010 |
Twin Disc, Inc. |
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/s/ THOMAS E. VALENTYN | |
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Thomas E. Valentyn | |
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General Counsel & Secretary |
NEWS
RELEASE
Corporate Offices:
1328 Racine Street
Racine, WI 53403
FOR IMMEDIATE RELEASE
Contact: Christopher J. Eperjesy
(262) 638-4343
TWIN DISC, INC., ANNOUNCES THE ELECTION OF
MICHAEL C. SMILEY TO THE COMPANY’S BOARD OF DIRECTORS
RACINE, WISCONSIN—April 20, 2010—Twin Disc, Inc. (NASDAQ: TWIN), today announced the election of Michael C. Smiley to the Company’s Board of Directors, effective April 16, 2010. Mr. Smiley will stand for reelection at the Company’s annual shareholder
meeting in October 2010.
Since May 2008, Mr. Smiley, (50), has served as Chief Financial Officer of Zebra Technologies Corporation, a leading provider of innovative technology solutions used to identify, track, and manage the deployment of critical assets for improved business efficiency.
Commenting on the election, Michael E. Batten, Chairman and Chief Executive Officer of Twin Disc, stated: “We are delighted to have a person with Mike’s global growth, technology and international experience on our Board. His financial and accounting insight supports our Company’s high professional and ethical
standards. I look forward to his contributions and counsel as he brings a fresh perspective to our board room.”
From 2004 until joining Zebra, Mr. Smiley worked at Tellabs, Inc., a provider of telecommunications networking products, as General Manager of the Tellabs Denmark A/S unit. Previously, from 2002 to 2004, he held various finance positions at Tellabs including Interim Chief Financial Officer, Vice President, International Finance,
and Treasurer. Prior to 2002, Mr. Smiley held a number of finance positions including Vice President, Asia Pacific Finance located in Taipei, Taiwan, for General Semiconductor and Assistant Treasurer for General Instrument. Mr. Smiley holds a BS in accounting from Brigham Young University and an MBA degree from the University of Chicago.
About Twin Disc, Inc.
Twin Disc, Inc. designs, manufactures and sells marine and heavy-duty off-highway power transmission equipment. Products offered include: marine transmissions, surface drives, propellers and boat management systems, as well as power-shift transmissions, hydraulic torque converters, power take-offs, industrial clutches and control
systems. The Company sells its products to customers primarily in the pleasure craft, commercial and military marine markets, as well as in the energy and natural resources, government and industrial markets. The Company’s worldwide sales to both domestic and foreign customers are transacted through a direct sales force and a distributor network.
Forward-Looking Statements
This press release may contain statements that are forward looking as defined by the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding
important risk factors including those identified in the Company’s most recent periodic report and other filings with the Securities and Exchange Commission. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved.