UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2017
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51378 | 51-0539828 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1 Bella Drive
Westminster, MA 01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 874-0591
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. |
On March 31, 2017, Leonard M. Anthony, Phillip A. Dur, Michal R. Holly and Robert Isaman each resigned from the board of directors (the “Board”) of TechPrecision Corporation (the “Company”). None of Messrs. Anthony, Dur, Holly or Isaman resigned because of a disagreement with the Company or the other members of the Board on any matter relating to the Company’s operations, policies or practices. On April 4, 2017, the Board reduced the number of directors serving on the Board from eight to four, eliminating the vacancies created by the resignations.
| Item 8.01 | Other Events. |
On April 5, 2017, the Company issued a press release discussing the resignations of Messrs. Anthony, Dur, Holly and Isaman and the reduction in the size of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 99.1 Press Release of TechPrecision Corporation dated April 5, 2017 |
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.
| TECHPRECISION CORPORATION | ||
| Date: April 5, 2017 | By: | /s/ Thomas Sammons |
| Name: | Thomas Sammons | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number |
Exhibit |
| 99.1 | Press Release of TechPrecision Corporation dated April 5, 2017 |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
| Mr. Thomas Sammons | Hayden IR |
| Chief Financial Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5109 | Email: brett@haydenir.com |
| Email: sammonst@ranor.com | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Announces Retirement of Four Directors, Names Richard McGowan as Chairman
Westminster, MA – April 5, 2017 – TechPrecision Corporation (OTCQB: TPCS) (“TechPrecision” or “the Company”), an industry leading manufacturer of precision, large-scale fabricated and machined metal components and tested systems with customers in the defense, energy and precision industrial sectors, today announced that, effective March 31, 2017, Mr. Leonard M. Anthony, Mr. Phillip A. Dur, Mr. Michael R. Holly and Mr. Robert G. Isaman have each retired from the Board of Directors to become consultants to the company and that Mr. Richard S. McGowan has been appointed Chairman of the Board.
Speaking on behalf of the Board, Mr. McGowan commented, “The reduction in Board size to one more consistent with the size of the company will enable us to better serve the shareholders and company. We thank those who helped restore the company to profitability and welcome their continued assistance in their consulting roles. The Board wants to emphasize to the shareholders that we are dedicated to maximizing shareholder value.”
Former Board Chairman Len Anthony added, “Under the leadership of Alex Shen, and the guidance of the board, TechPrecision has successfully navigated significant challenges, and emerged a strong, stable, and well-positioned company. As a profitable company with an improved balance sheet, TechPrecision has a stable base from which to grow, and this is the ideal time for several long-standing directors to step down, affording the recently added board members an opportunity to facilitate the next phase in the company’s evolution. Additionally, I want to thank the retiring directors for their service and efforts to put TechPrecision back on a sustainable course.”
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Wuxi Critical Mechanical Components Co., Ltd., manufactures large-scale, metal fabricated and machined precision components and equipment. These products are used in a variety of markets including: defense, aerospace, nuclear, industrial, and medical. TechPrecision's goal is to be an end-to-end service provider to its customers by furnishing customized and integrated "turn-key" solutions for completed products requiring custom fabrication and machining, assembly, inspection and testing. To learn more about the Company, please visit the corporate website at http://www.techprecision.com. Information on the Company's website or any other website does not constitute a part of this press release.
Safe Harbor Statement
This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary companies. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes,” expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the availability of appropriate financing facilities, the Company’s ability to receive contract awards through competitive bidding processes, the Company’s ability to maintain standards to enable it to manufacture products to exacting specifications, the Company’s ability to enter new markets for its services, market and customer acceptance of the Company’s products, the Company’s reliance on a small number of customers for a significant percentage of its business, competition, government regulations and requirements, pricing and development difficulties, the Company’s ability to make acquisitions and successfully integrate those acquisitions with its business, general industry and market conditions and growth rates, general economic conditions, and other risks discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except as required by applicable law.
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