-----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, MrMQZ81U8XSNVVIfE0xuQRElsBRLplUWs3ptyxJRU+OEuV6wrspLSBq8z07DUPkq LkPxbKzpkqHfRd6uHZCpiA== 0000950134-05-022677.txt : 20051206 0000950134-05-022677.hdr.sgml : 20051206 20051206152522 ACCESSION NUMBER: 0000950134-05-022677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051201 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: 20051206 DATE AS OF CHANGE: 20051206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUHLMAN COMPANY, INC CENTRAL INDEX KEY: 0001219641 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 860883289 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50187 FILM NUMBER: 051246926 BUSINESS ADDRESS: STREET 1: 701 NORTH THIRD STREET STREET 2: SUITE B-1 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123385752 MAIL ADDRESS: STREET 1: 701 NORTH THIRD STREET STREET 2: SUITE B-1 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: KUHLMAN CO INC DATE OF NAME CHANGE: 20050616 FORMER COMPANY: FORMER CONFORMED NAME: GAMING VENTURE CORP USA DATE OF NAME CHANGE: 20030221 8-K 1 c00592e8vk.htm FORM 8-K e8vk
 

 
 
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): December 1, 2005
KUHLMAN COMPANY, INC.
(Exact name of registrant as specified in its charter)
         
Nevada
(State or other jurisdiction of
incorporation)
  0-50187
(Commission File Number)
  86-0883289
(IRS Employer Identification No.)
701 North Third Street, Suite B-1
Minneapolis, Minnesota 55401
(Address of principal executive offices)(Zip Code)
(612) 338-5752
(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 Principal Officers; Election of Directors; Appointment of Principal Officers.
     Description of Changes
     On November 16, 2005, Mr. Luis A. Padilla agreed to serve as a member of the Board of Directors of Kuhlman Company, Inc., a Nevada corporation (the “Company”). Mr. Padilla’s term will commence on December 1, 2005 and expire at the next Annual Shareholders’ Meeting, where his name is expected to be added to the slate of board members for ratification, or when his successor has been elected and qualified. Mr. Padilla has also been appointed to the Audit Committee of the Board of Directors of the Company.
     Mr. Padilla, who is 51 years old, has more than thirty years experience in the apparel industry. He was most recently the president of merchandising at Sears, a position he held since August of 2004. In this role, he led and integrated all merchandising and marketing across the company’s broad product and brand portfolio. Prior to joining Sears, Mr. Padilla was with Target Corporation from 1982 to 2004, where he served in key leadership roles with the company. He served as Executive Vice President, Merchandising for Target’s Marshall Field’s division from 2001 to 2004 and as Senior Vice President, Softlines Merchandising for Target Stores from 1994 to 2001. Neither Sears nor Target Corporation is a parent, subsidiary or other affiliate of the Company.
     A copy of the Company’s press release announcing the election of Mr. Padilla to the Company’s Board of Directors is included as Exhibit 99.1 to this report and is incorporated by reference into this item.
     Family Relationships and Certain Relationships and Related Transactions
     There are no family relationships between Mr. Padilla and any director or executive officer and no transactions or proposed transactions between Mr. Padilla or any member of their immediate families, and the Company or its subsidiaries, or in which Mr. Padilla, or any member of his immediate family, will have a direct or indirect material interest.
     Director Compensation
     Mr. Padilla received fully vested options to purchase 27,500 shares of Company common stock at a price of $2.28 per share based on the closing price of the Company’s stock on the NASDAQ Capital Market on the date of grant.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press release issued November 22, 2005.

 


 

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.
         
  KUHLMAN COMPANY, INC.
 
 
Date: December 6, 2005  By:   /s/ Jon Gangelhoff    
    Jon Gangelhoff, Chief Financial Officer   
       
 

 


 

Exhibit Index
     
Exhibit No.   Description
99.1
  Press Release issued November 22, 2005

 

EX-99.1 2 c00592exv99w1.htm PRESS RELEASE exv99w1
 

Press Release   Source: Kuhlman Company, Inc.
Kuhlman Company Announces Election of Luis Padilla to Its Board of Directors
Tuesday November 22, 8:00 am ET
MINNEAPOLIS—(BUSINESS WIRE)—Nov. 22, 2005—Kuhlman Company, Inc. (OTCBB: KHLMNews) today announced the election of Luis Padilla to serve on the Company’s Board of Directors.
Mr. Padilla has more than thirty years experience in the apparel industry. He was most recently the president of merchandising at Sears, a position he held since August of 2004. In this role, he led and integrated all merchandising and marketing across the company’s broad product and brand portfolio. Prior to joining Sears, Mr. Padilla was with Target Corporation from 1982 to 2004, where he served in key leadership roles with the company. He served as Executive Vice President, Merchandising for Target’s Marshall Field’s division from 2001 to 2004 and as Senior Vice President, Softlines Merchandising for Target Stores from 1994 to 2001.
Scott Kuhlman, Chief Executive Officer, commented, “We are extremely pleased to have Luis join our Board of Directors. He brings a wealth of industry knowledge, operational insight and experience to our business. We look forward to his leadership and strategic direction as we continue to take advantage of what we believe is clearly a national market opportunity. Luis is unquestionably one of the best merchants in the industry and we are tremendously excited for him to join our organization.”
About Kuhlman Company, Inc.
Kuhlman is a specialty retailer and wholesale provider of both men’s and women’s apparel, offered under the Kuhlman brand through company-owned retail stores and under private labels through other large retailers. Kuhlman opened its first retail store in July 2003 and now operates forty four (44) retail stores in 17 states and in Washington D.C. Kuhlman’s growth strategy includes offering men’s and women’s product at all opening stores. Kuhlman has approximately 175 employees and its corporate office is located in Minneapolis, MN. Additional information regarding Kuhlman and its apparel, and store locations can be found at http://www.kuhlmancompany.com.
Forward-Looking Statements
Some of the statements made in this release are forward-looking statements. These forward-looking statements are based upon our current expectations and projections about future events and generally relate to our plans, objectives and expectations for our business. Although our management believes that the plans and objectives expressed in these forward-looking statements are reasonable, the outcome of such plans, objectives and expectations involve risks and uncertainties and our actual future results may be materially different from the plans, objectives and expectations expressed in these forward-looking statements. Specific factors that might cause actual results to differ from our current expectations include, but are not limited to:
     · our ability to anticipate and identify style trends
     · our ability to identify and secure favorable retail locations
     · our ability to establish successful vendor relationships and obtain quality products on a timely basis
     · our ability to hire and develop successful retail salespeople and managers
     · our ability to identify and develop additional wholesale relationships
     · our ability to compete successfully against other retailers and market our styles in a profitable manner, and
     · other factors expressed in our periodic filings with the United States Securities and Exchange Commission, specifically including those risk factors contained in the Company’s current report on Form 8-K filed on June 16, 2005.
For the foregoing reasons, readers and investors are cautioned that there also can be no assurance that the outcomes expressed in our forward-looking statements included in release will prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation or warranty by the Company or any other person that the Company’s objectives and plans will be achieved in any specified time frame, if at all. The Company does not undertake any obligation to update any forward-looking statements or to announce revisions to any forward-looking statements.
Contact:
Investor Relations:
Integrated Corporate Relations, Inc.
James Palczynski/Chad Jacobs, 203-682-8200
OR
Kuhlman Company, Inc.
Jon Gangelhoff, 612-338-5752
 
Source: Kuhlman Company, Inc.

 

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