-----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, JXEmjddFjz2YTk61yLexPyFnD6z5leFBZeA3rZiPNDDkJF6mMKfSNlH27OHdbZZR 7SCMc+bOLnh64D9LtllqoQ== 0001104659-07-030212.txt : 20070423 0001104659-07-030212.hdr.sgml : 20070423 20070423093041 ACCESSION NUMBER: 0001104659-07-030212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070416 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070423 DATE AS OF CHANGE: 20070423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEEL DYNAMICS INC CENTRAL INDEX KEY: 0001022671 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 351929476 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21719 FILM NUMBER: 07780494 BUSINESS ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 200 CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: 2604593553 MAIL ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 200 CITY: FORT WAYNE STATE: IN ZIP: 46804 8-K 1 a07-11990_18k.htm 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 23, 2007 (April 16, 2007)

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Indiana

 

0-21719

 

35-1929476

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  260-459-3553

Not Applicable

(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:

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.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

5.02 (b)

(1)               Effective May 1, 2007, in connection with and related to (i) his appointment as Steel Dynamics, Inc.’s Chairman of the Board, described in Item 5.02(c)(1) of this report, and (ii) the appointments of Mark D. Millett and Richard P. Teets, Jr. as Executive Vice Presidents of the Company and Presidents and Chief Operating Officers of the Business Groups described in Item 5.02(c)(2) and (3) of this report, Keith E. Busse, the current President and Chief Executive Officer of the Company, will relinquish his position as President.  The office of President of the Company will not be filled.

(2)               Effective May 1, 2007, in connection with and related to his promotion as Executive Vice President of the Company and described further in Item 5.02(c)(4) of this report, Gary E. Heasley, the Company’s current Chief Financial Officer, will relinquish his position as Chief Financial Officer.  This is a planned event and is unrelated to any issues regarding job performance, accounting matters or the Company’s financial reporting and controls.

(3)               Effective May 1, 2007, in connection with and related to her promotion as Chief Financial Officer of the Company and described further in Item 5.02(c)(5) of this report, Theresa E. Wagler, the Company’s current Corporate Controller, will relinquish her position as Corporate Controller.  This is a planned event and is unrelated to any issues regarding job performance, accounting matters or the Company’s financial reporting and controls.

5.02 (c)

(1)               On April 15, 2007 and effective May 1, 2007, Steel Dynamics, Inc. appointed Keith E. Busse to the position of Chairman of the Board of Directors.  Mr. Busse remains Chief Executive Officer as well.  Mr. Busse was a co-founder of the Company in 1993 and has been President and Chief Executive Officer since its inception.

(2)               On April 15, 2007 and effective May 1, 2007, Steel Dynamics, Inc. appointed Mark D. Millett to the position of Executive Vice President of the Company and President and Chief Operating Officer for Flat Rolled Steel and Ferrous Resources.  Mr. Millett was a co-founder of the Company in 1993 and has been a Vice President since its inception.  This new Business Group will generally include flat-rolled steel products, metal recycling, ferrous technologies and mining and minerals and, in particular, the Company’s Flat Roll Division, Iron Dynamics, Mesabi Nugget, Shredded Products and Corporate Ferrous Resources and Logistics.

(3)               On April 15, 2007 and effective May 1, 2007, Steel Dynamics, Inc. appointed Richard P. Teets, Jr. to the position of Executive Vice President of the Company and President and Chief Operating Officer for Steel Shapes and Building Products.  Mr. Teets was a co-founder of the Company in 1993 and has been a Vice President since its inception.  This new Business Group will generally include long steel products, specialty steel products and fabricated steel products and, in particular, the Company’s Structural and Rail Division, the Engineered Bar Products Division, the Roanoke Bar Division, Steel of West Virginia and New Millennium Building System.

(4)               On April 15, 2007 and effective May 1, 2007, Steel Dynamics, Inc. appointed Gary E. Heasley to the position of Executive Vice President of the Company for Strategic Planning and Business Development.  In this new capacity, Mr. Heasley will have a primary focus on organic growth and mergers and acquisitions.  Since 2005, Mr. Heasley has been a Vice President of the Company and its Chief Financial Officer and, prior to that, was a senior vice president and manager of the Metals Group at Key Banc Capital Markets.  Mr. Heasley was also an auditor with Ernst & Young.  He has a B.S. degree in business administration from Youngstown State University and is a Certified Public Accountant.

(5)               On April 15, 2007 and effective May 1, 2007, Steel Dynamics, Inc. appointed Theresa E. Wagler to the position of Vice President and Chief Financial Officer.  Ms. Wagler has been a Vice President of the Company and its Corporate Controller since 2005.  Prior to that, since 1998, Ms. Wagler has been employed by the Company in various corporate financial and accounting capacities, including corporate accounting, public

2




 

financial and regulatory reporting, banking and financing activities.  Prior to joining the Company, Ms. Wagler was an auditor with Ernst & Young and also worked for National City Bank.  She has a B.S. degree in accounting from Taylor University and is a Certified Public Accountant.

Item 8.01.  Other Events

(a)               On April 15, 2007, in connection with the executive promotions described in Item 5.02(c) of this report, the Company’s Compensation Committee and the Board of Directors approved (i) an increase, effective May 1, 2007, in the automatic semi-annual (May 21 and November 21) stock option grant levels under the Company’s 2006 Equity Incentive Plan (for the officers described) from the $80,000 grant level for Keith E. Busse to $100,000 and from the $60,000 grant level for Mark D. Millett, Richard P. Teets, Jr., Gary E. Heasley and Theresa E. Wagler to $80,000, and (ii) an adjustment to the maximum allowable incentive bonus amount under the Company’s 2003 Executive Incentive Plan, for Ms. Wagler, from a maximum cash and stock bonus as a percentage of base salary of 150% and 75%, respectively, to 250% and 100%, respectively.

(b)              On April 16, 2007, Steel Dynamics, Inc. issued a press release entitled “Steel Dynamics Announces Changes in Management Structure Designed to Support Future Growth Initiatives.”  The full text of the press release is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

( c )         Exhibits.

Exhibit Number

 

Description

99.1

 

A press release dated April 16, 2007 titled “Steel Dynamics Announces Changes in Management Structure Designed to Support Future Growth Initiatives.”

 

3




 

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 hereto duly authorized.

 

STEEL DYNAMICS, INC.

 

 

 

/s/ Theresa E. Wagler

Date: April 23, 2007

By: Theresa E. Wagler

 

 

 

Title: Vice President

 

4



EX-99.1 2 a07-11990_1ex99d1.htm EX-99.1

Exhibit 99.1

Press Release

April 16, 2007

6714 Pointe Inverness Way, Suite 200

Fort Wayne, IN 46804-7932

260.459.3553 Phone

260.969.3590 Fax

www.steeldynamics.com

 

Steel Dynamics Announces Changes in Management Structure

Designed to Support Future Growth Initiatives

FORT WAYNE, INDIANA, April 16, 2007 —  (NASDAQ-GS: STLD) Today Steel Dynamics announced changes in its management structure, effective May 1, to align operations management under two new business groups, each headed by an executive vice president. The company also announced the creation of a new corporate strategic planning and business development office, also headed by an executive vice president. Under the new structure, Keith E. Busse, formerly President and CEO, is appointed Chairman and CEO. These and other organizational changes are designed to enhance the company’s flexibility in pursuit of current and future growth opportunities.

Since the acquisition of Roanoke Electric Steel Corporation in April 2006, six operating vice presidents as well as various corporate functions have reported directly to Mr. Busse as President and CEO. Under the new management structure, all operating units will report to two executive vice presidents, who will in turn report to Mr. Busse. The Chief Financial Officer and other corporate functions will also continue to report to Mr. Busse.

Executive Appointments

Mark Millett is appointed to the position of Executive Vice President of SDI, and President and Chief Operating Officer for Flat Rolled Steels and Ferrous Resources. Millett will be in charge of flat-rolled steel products, metals recycling, ferrous technologies, and mining and minerals. As the head of this business group, Millett will be responsible for the following current operations and functions: The SDI Flat Roll Division, Iron Dynamics, Shredded Products, LLC, Mesabi Nugget, and corporate Ferrous Resources and Logistics. His responsibilities will also include the development of certain other planned projects, including direct iron reduction and additional scrap processing operations.

Dick Teets is appointed to the position of Executive Vice President of SDI, and President and Chief Operating Officer for Steel Shapes and Building Products. As the head of this business group, Teets will be responsible for the company’s operations that make long steel products, specialty steel products, and fabricated steel products. Currently, these operations are the Structural and Rail Division, the Engineered Bar Products Division, the Roanoke Bar Division, Steel of West Virginia, Inc., and New Millennium Building Systems, LLC.

Millett, 47, and Teets, 51, co-founded Steel Dynamics with Keith Busse in 1993. Both are directors of the company. Since 1998, Millett has served as Vice President and General Manager of the Flat Roll Division. He holds a bachelor’s degree in metallurgy from the University of Surrey, England. Since 1998, Teets has held the position of Vice President and General Manager of the Structural and Rail Division. He holds a mechanical engineering degree from Lafayette College and an M.B.A. from Duquesne University.

Gary Heasley, 42, is appointed to the position of Executive Vice President for Strategic Planning and Business Development with a focus on organic growth and mergers and acquisitions. Heasley received a B.S. degree in business administration from Youngstown State University and is a Certified Public Accountant. Before joining Steel Dynamics as Vice President and CFO in 2005, Heasley was a senior vice president and manager of the Metals Group of KeyBanc Capital Markets and earlier served as an auditor with Ernst & Young. He will continue to report to Mr. Busse.

Theresa Wagler, 36, is appointed to the position of Vice President and Chief Financial Officer. She has served as Vice President and Corporate Controller since 2005. Wagler earned a B.S. degree in accounting and




 

systems analysis from Taylor University and is a Certified Public Accountant. She joined Steel Dynamics in 1998 in corporate finance and accounting and had previous experience as an auditor with Ernst & Young.

All of the above executives will be based at the corporate offices of Steel Dynamics in Fort Wayne, Indiana.

“In light of the company’s rapid growth in recent years, and substantial future growth opportunities, we have re-examined our organizational structure and concluded that the way forward for Steel Dynamics is to align management to focus on four key areas: flat steel products, long steel products, ferrous resources, and downstream operations,” said Keith Busse. “The new organization provides specific executive oversight for each area, including greater flexibility for Mark, Dick, and Gary to address business development and related projects, while assigning to others the responsibilities for ongoing division operations. The new structure also allows Mark, Dick, and Gary to prepare for potentially greater future responsibilities and provides career opportunities for a number of the company’s talented managers as they take on new responsibilities.”

Division Management Appointments

The company also announced that three experienced SDI managers have been assigned new division management responsibilities.

Glenn Pushis, 41, is appointed to the position of Vice President and General Manager of the Flat Roll Division at Butler, Indiana. Pushis has served as vice president and general manager of the Engineered Bar Products Division since 2003, overseeing the refurbishing and start-up of the SBQ mill in Pittsboro, Indiana. Prior to that, he held engineering and management positions at the Flat Roll mill, including manager of the Cold Finishing Mill. Pushis holds a B.S. in Mechanical Engineering Technology from Purdue University and joined Steel Dynamics in 1994 as a mechanical engineer.

John Nolan, 55, is appointed to the position of Vice President and General Manager of the Structural and Rail Division at Columbia City, Indiana. Nolan joined the company in sales in 1994 and has served as Vice President of Marketing and Sales since 1997, a corporate position whose responsibilities will now be handled solely by the divisions. He has more than 30 years’ experience in the steel industry and holds a B.S. in Metallurgical Engineering from Lafayette College.

Barry Schneider, 38, is appointed to the position of Vice President and General Manager of the Engineered Bar Products Division at Pittsboro, Indiana. Since 2003, Schneider has served as manager of the Flat Roll Division’s Cold Finishing Mill. He holds a B.S. in Mechanical Engineering from Rose-Hulman Institute of Technology, and has held a variety of engineering, supervisory, and management positions since he joined the company in 1995 as a mechanical engineer.

Corporate Appointments

The following managers are being promoted to the position of vice president in the corporate finance group, both reporting to the chief financial officer.

Thomas Hartman, 42, is appointed Vice President and Corporate Controller. Hartman joined Steel Dynamics in 1994 as corporate tax manager and has served as controller of the Flat Roll Division since 1998. A Certified Public Accountant, he had prior accounting experience with Ernst & Young and holds a B.S. in accounting from Manchester College.

Mary Fink, 52, is promoted to Vice President of Tax and Benefits. Fink joined Steel Dynamics in 1999 as corporate tax manager. She also administers SDI’s employee benefits plans and acts as SDI’s Indiana government liaison. Fink is a Certified Public Accountant with previous experience in public accounting and in corporate tax with the Mayflower Group and DePuy Inc. She holds a B.S. in accounting from Indiana University.


 

Contact:  Fred Warner, Investor Relations Manager, (260) 969-3564 or fax (260) 969-3590

f.warner@steeldynamics.com



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