8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report: May 1, 2014

Date of earliest event reported: April 28, 2014

EURAMAX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	333-05978 (Commission File Number)	58-2502320 (I.R.S. Employer Identification Number)
	303 Research Drive, Suite 400 Norcross, GA  30092 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:                 (770) 449-7066

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 (see General Instruction A.2. below):

[  ] 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.

(c) Appointment of Certain Officers

On May 1, 2014, Euramax Holdings, Inc. (the “Company”) announced that R. Scott Vansant was appointed President, Euramax North America and Shyam K. Reddy was appointed Chief Administrative Officer, General Counsel, and Corporate Secretary, each effective April 28, 2014.

Prior to his appointment, Mr. Vansant had been the senior vice president of Euramax North America since October 2013. Previously, Mr. Vansant served as the chief financial officer of Euramax Holdings since July 1998 and senior vice president and secretary of Euramax Holdings from September 1996 - March 2013. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as director of internal audit for Alumax. Mr. Vansant also served in various operational positions with Alumax Building Products, Inc., including serving as controller from 1993 to 1995 and branch manager from 1992 to 1993. Prior to 1991, Mr. Vansant worked as a certified public accountant for Ernst & Young LLP. Mr. Vansant received a BBA in Accounting from Mercer University in 1984.

Prior to his appointment, Mr. Reddyhad been the senior vice president, general counsel and corporate secretary of Euramax Holdings since March 2013. Prior to joining the Company, he was the southeast sunbelt region regional administrator for the U.S. General Services Administration from March 2010 to March 2013. Mr. Reddy also practiced law as a partner in the Corporate Group at Kilpatrick Townsend & Stockton. Mr. Reddy earned both a B.A. and a Masters in Public Health from Emory University and his Juris Doctorate from the University of Georgia.

The Company entered into an amended and restated employment agreement with Mr. Vansant in June 2009. The employment agreement generally provides for base salary, an annual target bonus, participation in certain benefit plans and termination payments and benefits. This employment agreement provided for a two-year initial term (commencing June 12, 2009 for Mr. Vansant), with day-to-day extensions of the term thereafter unless and until the Company or the executive provides at least 60 days notice of non-renewal. The employment agreement provides for an initial annual base salary, which was $305,000. In addition, the employment agreement provides that Mr. Vansant is eligible to participate in the Company’s performance-based cash incentive bonus program, with a target annual bonus equal to 50% of his base salary. Mr. Vansant is also eligible to participate in benefit plans in which the Company’s other senior executives participate. In addition, his employment agreement provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of his agreement, the employment of Mr. Vansant is terminated by the Company without "cause," or Mr. Vansant resigns from his employment for "good reason" (each as defined in his agreement), he would be entitled to (1) a pro-rata portion of his annual bonus, calculated based on the number of days worked in the year in which termination occurs, at a level at least equal to 50% of their actual bonus for the relevant year; (2) lump sum payment equal to two times the sum of (A) his base salary in effect 30 days prior to termination and (B) 50% of his annualized base salary for the fiscal year in which the date of termination occurs; and (3) continuation of coverage under the Company's insurance plans for Mr. Vansant and his qualified beneficiaries for 24 months following the date of termination, at the rates paid by other senior executives.

Mr. Vansant's receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to his employment with the Company and the termination of his employment, and compliance with the restrictive covenants described in the following paragraph. Under Mr. Vansant's employment agreement, the Company is not obligated to pay him any severance in the event of a termination by reason of death or disability. However, the Company may choose to pay him all or a portion of the bonus payable for the year in which termination occurs, at the Company's discretion.

Pursuant to his employment agreement, Mr. Vansant has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information, and has agreed that all intellectual property developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and for the 24 month period following his termination of employment for any reason, Mr. Vansant has agreed not to (1) solicit or hire any of the Company’s employees, (2) induce or attempt to induce any supplier, licensee, licensor or other material business relation of the Company’s to cease doing business with the Company, or (3) participate (whether as an officer, director, employee or otherwise) in any competitive business.

Item 8.01  Financial Statements and Exhibits.

On May 1, 2014, the Company issued a press release announcing the appointments of Messrs. Vansant and Reddy and certain organization changes regarding the Company, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Euramax Holdings, Inc. dated May 1, 2014.

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.

Date:   May 1, 2014

EURAMAX HOLDINGS, INC.
By:	/s/ Shyam K. Reddy
	Name: Shyam K. Reddy
	Title: Chief Administrative Officer, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

EURAMAX HOLDINGS, INC.

ANNOUNCES ORGANIZATIONAL CHANGES

Norcross, GA, May 1, 2014 - Euramax Holdings, Inc. ("Euramax" or “Company") announced today that Senior Vice President, Euramax North America, R. Scott Vansant has been named President, Euramax North America. This appointment reflects a change in the operating management structure of the Company, effective as of April 28, 2014. The Company also announced that SVP, Managing Director Europe, Jan Timmerman’s title has been changed to President, Managing Director International to reflect the expanding international presence of the Company’s European-based businesses.

The Company further announced that Senior Vice President, General Counsel and Corporate Secretary, Shyam K. Reddy has been named Chief Administrative Officer, General Counsel and Corporate Secretary. Mr. Reddy will lead the Company’s legal, information technology, human resources, real estate, compliance and risk management functions.

Hugh Sawyer, interim President of Euramax Holdings, Inc. and a professional in Huron Consulting Group’s Business Advisory Practice, said that the “The organizational changes we are making better position the Company for enhanced participation in recovering markets." Naming Scott as North American President consolidates P&L responsibility and aligns domestic sales and operational functions in order to maximize growth opportunities following the 2009 recession. We believe that establishing a customer-facing integrated sales and operations model will accelerate decision making in the field substantially for the benefit of our customers, supply chain partners, employees and other stakeholders. Shyam’s appointment further highlights our desire to leverage the Company’s evolving technology to create value for our customers and facilitate efficiencies in our manufacturing and supply chain platform.”

Added Mr. Sawyer, “We anticipate that these strategic modifications to our management structure will drive speed of execution, while enabling the Company to continue to provide innovative solutions and high quality products to its customers in the North American market. I am confident that Scott and Shyam will prove to be highly impactful in their expanded roles and responsibilities. Further, Jan’s appointment as President, Managing Director International demonstrates commitment to our international markets and customers.”

Prior to his appointment as President, Euramax North America, Mr. Vansant led the North American sales and marketing organization as Senior Vice President, Euramax North America. Mr. Vansant was the Chief Financial Officer and Treasurer of Euramax from July 1998 until October 2013. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as Director of Internal Audit for Alumax and also served in various operational positions at Alumax Building Products, Inc., including serving as Controller from 1993 to 1995 and Branch Manager from 1992 to 1993. Prior to 1991, Mr. Vansant worked as a certified public accountant for Ernst & Young LLP. Mr. Vansant received a BBA in Accounting from Mercer University in 1984.

Prior to his appointment as Chief Administrative Officer, General Counsel and Corporate Secretary, Mr. Reddy had responsibility of the legal, human resources, real estate, and compliance functional areas of the Company. With this promotion, Mr. Reddy is assuming responsibility for the Company’s information technology and risk management functions as well. Prior to joining the Company, Mr. Reddy served in the Obama Administration as the Southeast Sunbelt Region Regional Administrator of the U.S. General Services Administration ("GSA"). Mr. Reddy practiced law as a Partner in the Corporate Group at Kilpatrick Townsend & Stockton, an Atlanta based international law firm, before working at GSA. Mr. Reddy earned both a Bachelor of Arts and a Masters in Public Health from Emory University and his Juris Doctorate from the University of Georgia.

Contact Information

Euramax Holdings, Inc.

Mary S. Cullin (770) 449-7066

Senior Vice President, Chief Financial Officer and Treasurer

Email: mcullin@euramax.com

About Euramax Holdings, Inc.

Euramax Holdings, Inc. is an international building products company manufacturing aluminum, steel, vinyl and copper products. The company was formed in 1996 to acquire the fabricated products business of Alumax Inc., an integrated aluminum producer that was later acquired by Alcoa.

Core products include specialty coated coils, metal wall and roof systems, metal and vinyl rain carrying systems, soffit and fascia systems, roofing accessories, aluminum and vinyl windows and doors, patio products, aluminum recreational vehicle doors, windows and sidewalls and aluminum bath and shower enclosures. Products are represented in the market by multiple brands such as Amerimax Exterior Home Products, Amerimax Fabricated Products, Berger Building Products, Fabral, Copper Craft and Euramax Coated Products.

The core of our business model is the supply of fabricated components to original equipment manufacturers, distributors, contractors and home centers. Euramax has grown both organically and through a number of strategic acquisitions to become one of the largest suppliers of specialty coated aluminum coil, building materials and RV sidewalls in North American and international markets.

Forward Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to plans for future business development activities, anticipated costs of revenues, product mix, research and development and selling, general and administrative activities, and liquidity and capital needs and resources. When used in this release, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which only speak as of the date of this press release. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.