-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsRyXy6cQt9wCn7RR68C7H0rmH2OH82iA+KpEm9CEXlyP1mFlwd9db7bVPAka4Ku +SHkSqaynhbhmavKnRbaqQ== 0001193125-10-202018.txt : 20100901 0001193125-10-202018.hdr.sgml : 20100901 20100831183000 ACCESSION NUMBER: 0001193125-10-202018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100826 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100901 DATE AS OF CHANGE: 20100831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST PIPE CO CENTRAL INDEX KEY: 0001001385 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 930557988 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27140 FILM NUMBER: 101051041 BUSINESS ADDRESS: STREET 1: 5721 SE COLUMBIA WAY STREET 2: SUITE 200 CITY: VANCOUVER STATE: WA ZIP: 98661 BUSINESS PHONE: 3603976250 MAIL ADDRESS: STREET 1: 5721 SE COLUMBIA WAY STREET 2: SUITE 200 CITY: VANCOUVER STATE: WA ZIP: 98661 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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 26, 2010

 

 

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

OREGON   0-27140   93-0557988

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

5721 SE Columbia Way, Suite 200

Vancouver, WA 98661

(360) 397-6250

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 26, 2010, James E. Declusin was elected to the Board of Directors of Northwest Pipe Company (the “Company”) for a term expiring at the Company’s next Annual Meeting of Shareholders. Mr. Declusin was also elected to the Compensation Committee of the Company’s Board of Directors. Mr. Declusin has over 40 years of experience in the steel industry, most recently as CEO of Evraz Inc. NA (“Evraz”). Mr. Declusin previously served as CEO of Oregon Steel Mills, Inc. from 2003 until Oregon Steel Mills was acquired by Evraz in January 2007. As a member of the Company’s Board of Directors, Mr. Declusin will receive an annual retainer of $24,000, $1,250 for each Board meeting attended and $500 for each meeting of a committee of the Board attended. Mr. Declusin will also receive an award of $45,000 in 2010, payable in cash, an equivalent number of shares of Company common stock, or a combination thereof, at his election. The Company issued a press release on August 31, 2010 announcing the election of Mr. Declusin to the Company’s Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

99.1    Press Release issued by Northwest Pipe Company on August 31, 2010


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 thereunto duly authorized on August 31, 2010.

 

NORTHWEST PIPE COMPANY
(Registrant)
By  

/s/ Stephanie J. Welty

  Stephanie J. Welty,
  Senior Vice President and Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Northwest Pipe Announces Addition to

Board of Directors

Vancouver, Wash., August 31, 2010 – Northwest Pipe Company (NASDAQ: NWPX) announced today that James E. Declusin, former CEO of Oregon Steel Mills, Inc. and Evraz Inc. NA, has joined its board of directors.

Mr. Declusin has over 40 years of experience in the steel industry. Prior to his time at Oregon Steel, Mr. Declusin spent 17 years with Kaiser Steel Corporation before serving as COO and executive vice president at California Steel Industries (CSI). Soon after retiring from CSI in 2000, he was appointed to the board of directors for Oregon Steel. In 2003, he became the president and CEO of the company.

Four years later, Oregon Steel was sold to Evraz Group with Mr. Declusin continuing on as CEO until he retired earlier this year.

“Jim brings valuable perspective and experience to Northwest Pipe,” said William R. Tagmyer, chairman of the board. “I am very pleased that he is joining our board at this time.”

About Northwest Pipe Company

Northwest Pipe Company manufactures welded steel pipe and other products in two business groups. Its Water Transmission Group is the lead supplier of large diameter, high-pressure steel pipe products that are used primarily for water infrastructure in North America. Its Tubular Products Group manufactures smaller diameter steel pipe for a wide range of applications including construction, agricultural, energy, traffic and other commercial and industrial uses. The Company is headquartered in Vancouver, Washington and has manufacturing operations in the United States, Mexico and Indonesia.

CONTACT: Brian Gard, 503-552-5023

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