-----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, NH7M4SErJvDC0tc1XFCspRJDAuFO20EItlFukyR+g0EipQIfiYenN1ubTmdeDOgh IodI8t5b0DDC31npyVD9qQ== 0001104659-07-042393.txt : 20070523 0001104659-07-042393.hdr.sgml : 20070523 20070523134540 ACCESSION NUMBER: 0001104659-07-042393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRC COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000103096 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 060853807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09947 FILM NUMBER: 07873371 BUSINESS ADDRESS: STREET 1: 21 GRIFFIN ROAD NORTH CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 8602986212 MAIL ADDRESS: STREET 1: 21 GRIFFIN ROAD NORTH CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: VAST INC /DE/ DATE OF NAME CHANGE: 19761201 8-K 1 a07-14959_18k.htm 8-K

 

 

United States
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):  May 18, 2007

 

TRC COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-9947

06-0853807

(State or other jurisdiction
of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

 

21 Griffin Road North, Windsor, Connecticut 06095
(Address of Principal Executive Offices) (Zip Code)

 

(860) 298-9692
(Registrant’s telephone number, including area code)

 

 

(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.

On May 18, 2007, the Company announced the appointment of Michael C. Salmon as the Company’s new President.  Christopher P. Vincze will retain the titles of Chief Executive Officer and Chairman of the Board of Directors.  Mr. Salmon will assume his new position with the Company immediately and will report to Christopher P. Vincze, the Company’s Chief Executive Officer.  Mr. Salmon, 51, joined TRC in 1997 and since 2000 served as a Senior Vice President in charge of the Company’s real estate business.

On May 18, 2007, the Company announced that Chief Operating Officer Timothy D. Belton was leaving the Company to pursue other opportunities effective May 18, 2007.

On May 10, 2007, the Company’s stockholders approved the Company’s 2007 Equity Incentive Plan (the “Plan”), and the Plan became effective immediately upon such approval.  Under the Plan, the Company reserved 1,500,000 shares of Common Stock for awards as restricted stock, stock options, phantom stock, stock bonus awards, stock appreciation rights and performance shares.  The Plan is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 18, 2007.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number

 

Description

99.1

 

News Release titled, “TRC Names Michael Salmon President,” dated May 18, 2007.

 

 

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 hereunto duly authorized.

Dated: May 23, 2007

TRC Companies, Inc.

 

 

 

 

By:

/s/

Carl d. Paschetag, Jr.

 

 

 

Carl d. Paschetag, Jr.

 

 

 

Senior Vice President and

 

 

 

Chief Financial Officer

 

2



EX-99.1 2 a07-14959_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Investor Contact:
Sharon Merrill Associates
(617) 542-5300
trr@investorrelations.com

Company Contact:
Carl Paschetag, CFO
(978) 970-5600
cpaschetag@trcsolutions.com

 

TRC NAMES MICHAEL SALMON PRESIDENT

Company Announces the Departure of Its Chief Operating Officer

Lowell, MA, May 18, 2007 - TRC (NYSE: TRR) today announced that the Company has promoted Michael Salmon, 51, to the position of President, effective immediately.  Mr. Salmon joined TRC in 1997 and had been Senior Vice President heading the Company’s real estate business.  He will report directly to TRC’s Chairman and Chief Executive Officer Chris Vincze, who previously also held the position of President.

“This is the ideal time in our evolution to separate the President’s role,” said Vincze.  “We selected Mike to assume these responsibilities because of his proven track record in driving sales and executing long-term growth strategies.  As the head of our Real Estate business, he has displayed the energy, vision and leadership skills required to succeed in our marketplace.  He was instrumental in developing our innovative and highly successful Exit Strategy® Program, a service offered by TRC where we assume the environmental liabilities of our clients.”

“Mike has extensive experience in quality control, procurement, facilities management and marketing communications, as well as implementing programs on a national scale,” said Vincze.  “We believe he will excel in his new role.”

Mr. Salmon has 25 years experience in managing and executing environmental engineering, permitting, design, and remediation programs for public and private sector clients.  Prior to his role at TRC, Mr. Salmon was a senior manager at International Technology Corporation (ITC) for more than 10 years, where he was responsible for the performance of numerous environmental engineering and remediation projects.  Prior to ITC, Mr. Salmon held engineering consulting and real estate development positions. Mr. Salmon is a graduate of Villanova University and Dickinson School of Law.

 

TRC
650 Suffolk Street 
·  Lowell, Massachusetts 01854
Telephone 978-970-5600 
·  Fax 949-453-1995




 

Chief Operating Officer Departure

TRC also announced that, effective May 18, its Chief Operating Officer Tim Belton is leaving the Company to pursue other opportunities.

“Tim played an important role in the development of TRC’s turnaround plan, transformation efforts, and our ongoing initiative to integrate the Company’s business units into a centralized national platform,” said Vincze.  “We want to thank Tim for his many contributions to the Company.”

Belton was named chief operating officer and senior vice president of TRC in March 2006.

About TRC

TRC creates and implements sophisticated and innovative solutions to the challenges facing America’s real estate, environmental, energy, and infrastructure markets. The Company is also a leading provider of technical, financial, risk management, and construction services to commercial and government customers across the country. For more information, visit TRC’s website at www.TRCsolutions.com.

Forward-Looking Statements

Certain statements in this press release may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by forward-looking words such as “may,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” or other words of similar import. You should consider statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to, the availability and adequacy of insurance and bonding, the uncertainty of our operational and growth strategies, the challenges inherent in integrating newly acquired businesses, regulatory uncertainty, the availability of funding for government projects, the level of demand for our  services, product acceptance, industry-wide competitive factors, the ability to continue to attract and retain highly skilled and qualified personnel, recent changes in our  senior management, the results of outstanding litigation, risks arising from either failure to identify, or from identified material weaknesses in our internal controls over financial reporting or our inability to effectively remedy such weaknesses, our inability to comply with the terms of our credit facility and our lenders’ future unwillingness to waive our noncompliance, and general political or economic conditions.  Furthermore, market trends are subject to changes, which could adversely affect future results. See additional discussion in our Annual Report on Form 10-K for the fiscal year ended June 30, 2006, and other factors detailed from time to time in our other filings with the Securities and Exchange Commission.

 



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