0001445305-12-001015.txt : 20120412 0001445305-12-001015.hdr.sgml : 20120412 20120412171003 ACCESSION NUMBER: 0001445305-12-001015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120412 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: 20120412 DATE AS OF CHANGE: 20120412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Euramax Holdings, Inc. CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 582502320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 12756971 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 MAIL ADDRESS: STREET 1: 5445 TRIANGLE PKWY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL INC DATE OF NAME CHANGE: 20031105 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL PLC DATE OF NAME CHANGE: 19961108 8-K 1 form8-kxannualelectionofbo.htm Form 8-K - Annual Election of BOD 04.12.2012




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: April 12, 2012
Date of earliest event reported: April 6, 2012

EURAMAX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
N/A
 
(Commission File Number)
58-2502320
(I.R.S. Employer
Identification Number)
 
 
5445 Triangle Parkway, Suite 350
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.

Effective April 6, 2012, Euramax Holdings, Inc. (the “Company”) completed its annual election of Board of Directors, including the election of new members Lee B. ("Trey") Parker, III and Brian T. Stewart.
Marjorie L. Bowen and G. Fulton Collins were not reelected to their positions as members of the Board of Directors. There is no disagreement between Messrs. Bowen and Collins and the Company on any matter relating to the Company's operations, policies or practices.

A copy of the Company's press release announcing the results of the election of members of the Board of Directors is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.           
 
Exhibit No.   
Description
 
 
99.1

Press Release of Euramax Holdings, Inc. dated April 12, 2012.







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:   April 12, 2012
 
 
EURAMAX HOLDINGS, INC.
 
 
 
 
 
 


By:
/s/ R. Scott Vansant
 
 
 
Name:  R. Scott Vansant
 
 
 
Title: Vice President and Chief Financial Officer
 
 
 
 
 


EXHIBIT INDEX
 
Exhibit No.   
Description
 
 
99.1

Press Release dated April 12, 2012.



EX-99.1 2 pressreleaseannualelection.htm Press Release: Annual Election of BOD 04.12.2012



EURAMAX HOLDINGS, INC.
ANNUAL ELECTION OF BOARD OF DIRECTORS

Norcross, Georgia, April 12, 2012 – Euramax Holdings, Inc., a leading international producer of metal and vinyl products sold to residential and commercial building product markets primarily in North America and Europe, today announced the results of its annual election of Board of Directors, effective April 6, 2012, including newly elected members Lee B. ("Trey") Parker, III and Brian T. Stewart.

Trey Parker is the Managing Director and Co-Head of Research at Highland Capital Management, L.P.  Prior to his current role, Mr. Parker was a Portfolio Manager covering a number of the industrial verticals, as well as parts of Tech, Media and Telecom; he also worked as a Senior Portfolio Analyst on the Distressed & Special Situations investment team. Prior to joining Highland in March 2007, Mr. Parker was a Senior Associate at Hunt Special Situations Group, L.P., a Private Equity group focused on distressed and special situation investing. Mr. Parker was responsible for sourcing, executing and monitoring control Private Equity investments across a variety of industries. Prior to joining Hunt in 2004, Mr. Parker was an analyst at BMO Merchant Banking, a Private Equity group affiliated with the Bank of Montreal. While at BMO, Mr. Parker completed a number of leveraged buyout and mezzanine investment transactions. Prior to joining BMO, Mr. Parker worked in sales and trading for First Union Securities and Morgan Stanley. Mr. Parker received an MBA with concentrations in Finance, Strategy and Entrepreneurship from the University of Chicago Booth School of Business and a B.A. in Economics and Business from the Virginia Military Institute.

Brian Stewart is a Managing Director at Levine Leichtman Capital Partners. He is a member of the firm's Deep Value Fund investment team which provides capital structure solutions for overleveraged middle market companies. Founded in 1984, Levine Leichtman Capital Partners is a private investment firm that manages private equity, distressed debt and leveraged loan funds. Prior to joining Levine Leichtman Capital Partners in 2006, Mr. Stewart worked in the Financial Restructuring Group at Houlihan Lokey. Mr. Stewart currently serves on the Board of Directors of IAP Worldwide Services. Mr. Stewart received a B.S. in Finance from the University of Southern California Marshall School of Business.
    
The Company also announced the departure of Marjorie L. Bowen and G. Fulton Collins from their positions as members of the Board of Directors.
President and CEO Mitchell B. Lewis commented, "We are pleased to add directors the caliber of Trey and Brian to our board. They both bring operational and financial expertise and experience that we expect to benefit Euramax. Also, on behalf of the entire Board of Directors I would like to thank Marjorie and Fulton for their contributions to Euramax and wish them success in their future endeavors."
Forward Looking Statements
Certain statements contained in this press release may be “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 report, 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.
Contact
R. Scott Vansant, Vice President and Chief Financial Officer
Phone: 770-449-7066
Email: svansant@euramax.com