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): June 17, 2020
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2020 , Anthony A. Callander, James W. Terry, Jr. and Murray H. Wright (together, the “Resigning Directors”), each current members of the Board of Directors (the “Board”) of Synalloy Corporation (the “Company”), notified the Company of their irrevocable resignations from the Board, which will become effective as of the conclusion of the 2020 Annual Meeting of Shareholders (“the Annual Meeting”). None of the Resigning Directors’ decisions to resign from the Board were based on any disagreement with the Company or management.
The Company will not name replacements for the Resigning Directors on its slate of director nominees for the Annual Meeting and will cumulate votes received on the Company’s blue proxy card for only the incumbent directors on the Board that are not the Resigning Directors. As a result, the Board of eight directors will be reconstituted, with at least three seats on the Board filled by candidates nominated for election at the Annual Meeting by Privet Fund Management LLC (“Privet’) and UPG Enterprises LLC (“UPG”).
On June 17, 2020 and June 19, 2020, the Company issued press releases which announced that the Company will cumulate proxies received on the Company’s blue proxy card for only the remaining incumbent directors on the Board that are not the Resigning Directors to ensure the election to the Board of three of the candidates nominated by Privet and UPG. The press releases also announced that the size of the Board will be fixed at eight directors unless the newly constituted Board unanimously determines to fix a different size for the Board. The press releases further announced that the newly constituted Board will select a new chair of the Board following the Annual Meeting. Copies of the press releases, dated June 17, 2020 and June 19, 2020, are attached hereto as Exhibits 99.1 and 99.2, respectively.
Forward-Looking Statements
This Current Report on Form 8-K may include “forward-looking statements” within the meaning of the federal securities laws. All statements that are not historical facts are “forward-looking statements.” The words “estimate,” “project,” “intend,” “expect,” “believe,” “should,” “anticipate,” “hope,” “optimistic,” “plan,” “outlook,” “should,” “could,” “may” and similar expressions identify forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; customer delays or difficulties in the production of products; new fracking regulations; a prolonged decrease in nickel and oil prices; unforeseen delays in completing the integrations of acquisitions; risks associated with mergers, acquisitions, dispositions and other expansion activities; financial stability of our customers; environmental issues; negative or unexpected results from tax law changes, unavailability of debt financing on acceptable terms and exposure to increased market interest rate risk; inability to comply with covenants and ratios required by our debt financing arrangements; ability to weather an economic downturn; loss of consumer or investor confidence, risks relating to the impact and spread of COVID-19 and other risks detailed from time-to-time in the Company’s SEC filings. The Company assumes no obligation to update the information included in this Current Report on Form 8-K.
Important Other Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Annual Meeting. The Company has filed a definitive proxy statement and BLUE proxy card with the SEC in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, are set forth in the definitive proxy statement and other materials filed with the SEC in connection with the Annual Meeting. Shareholders can obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at www.synalloy.com.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description of Exhibit |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SYNALLOY CORPORATION |
By: /S/ DENNIS M. LOUGHRAN |
Dennis M. Loughran |
Chief Financial Officer |
Dated: June 19, 2020 |