-----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, RI4vn0AO8a/4we++6J72ezS3oLyEnu84bVmH4Cvpiky8GyYI346Hz9583NIEtJeJ ixH/NZwEWiHEFBX3HbB2qg== 0000950123-06-011497.txt : 20060912 0000950123-06-011497.hdr.sgml : 20060912 20060912165914 ACCESSION NUMBER: 0000950123-06-011497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060908 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PGT, Inc. CENTRAL INDEX KEY: 0001354327 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 200634715 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52059 FILM NUMBER: 061086903 BUSINESS ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 BUSINESS PHONE: 941-480-1600 MAIL ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 8-K 1 y25034e8vk.htm FORM 8-K FORM 8-K
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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): September 8, 2006
PGT, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
     
000-52059   20-0634715
(Commission File Number)   (IRS Employer Identification No.)
1070 Technology Drive, North Venice, Florida 34275
(Address of Principal Executive Offices, Including Zip Code)
(941) 480-1600
(Registrant’s Telephone Number, Including Area Code)
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))
 
 

 


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ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM 7.01. Regulation FD Disclosure.
ITEM 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE


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ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
     (d) On September 8, 2006, the Board of Directors (the “Board”) of PGT, Inc. (the “Company”) increased the size of the Board from 8 members to 9 members and elected Mr. M. Joseph McHugh to the Board as a Class I Director, to hold office until the 2007 annual meeting of the Company’s stockholders or until his successor has been duly elected and qualified. Mr. McHugh will receive compensation in accordance with policies and procedures previously approved by the Board for all directors, other than directors who are employees of the Company or who are designees of the Company’s majority stockholder.
     Per those policies, Mr. McHugh will receive the following compensation: (a) an annual cash retainer of $40,000; (b) a grant under the Company’s 2006 Equity Incentive Plan of restricted shares of common stock with a value at the time of issuance of approximately $40,000 per year for each year of service as a director (pursuant to the Company’s Form of PGT, Inc. 2006 Equity Incentive Plan Restricted Stock Award Agreement, incorporated by reference herein from Exhibit 10.24 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 7, 2006); (c) a fee of $1,000 per day for each meeting of the Board (or committee thereof) attended; and (d) an annual cash retainer of $5,000 for each committee on which he serves.
     Mr. McHugh will serve as a member and Chairman of the Audit Committee (the “Audit Committee”) of the Board, giving the Board an Audit Committee composed of a majority of independent directors. In connection with the appointment of Mr. McHugh to the Audit Committee, Mr. Brett N. Milgrim has resigned as a member of the Audit Committee, and Mr. Alexander R. Castaldi has resigned as the Chairman of the Audit Committee. Mr. Milgrim remains a Class II Director of the Company, and Mr. Castaldi remains a member of the Audit Committee and a Class I Director of the Company.
ITEM 7.01. Regulation FD Disclosure.
     On September 12, 2006, the Company issued the news release attached as Exhibit 99.1 hereto announcing the election of Mr. McHugh to the Company’s Board of Directors.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.

 


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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.
         
  PGT, INC.
 
 
  By:   /s/ Mario Ferrucci III    
    Name:   Mario Ferrucci III   
    Title:   Vice President, Corporate Counsel, and Secretary   
 
Dated: September 12, 2006

 


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EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.1
  Press release of PGT, Inc., dated September 12, 2006.

 

EX-99.1 2 y25034exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

Exhibit 99.1
CONTACTS:
Jeff Jackson
Chief Financial Officer
941-486-0100 Ex. 22784
jjackson@pgtindustries.com
Nina Devlin / Erin Becker
Brunswick Group
212-333-3810
pgt@brunswickgroup.com
FOR IMMEDIATE RELEASE
PGT, INC. ELECTS M. JOSEPH MCHUGH TO BOARD OF DIRECTORS
VENICE, FL, Sept. 12, 2006 — PGT, Inc. (NASDAQ: PGTI), the nation’s leading manufacturer and supplier of residential impact-resistant windows and doors, today announced the election of M. Joseph McHugh to the Company’s Board of Directors. His election increases the number of directors from eight to nine.
Mr. McHugh served as President and Chief Operating Office of Triangle Pacific Corp., a leading manufacturer of hardwood flooring and kitchen cabinets, until his retirement in 1998. Previously, Mr. McHugh held a variety of positions at Triangle Pacific in operations and finance, including Vice President — Finance and Treasurer, Executive Vice President — Finance and Administration, and Senior Executive Vice President. Prior to joining Triangle Pacific, Mr. McHugh served as Vice President — Corporate Finance at Eppler, Guerin & Turner, Inc., a large, regional investment banking and brokerage firm based in Dallas, TX, where he advised on initial public offerings, mergers and acquisitions, private placements and venture capital investments.
Mr. McHugh currently serves on the Boards of Directors of Lone Star Technologies, Inc. (NYSE: LSS) and Union Drilling, Inc. (Nasdaq: UDRL).
Rod Hershberger, President and CEO of PGT, commented: “Joe will be an extremely valuable addition to the PGT Board of Directors. He has substantial knowledge of the building materials industry from over 20 years at Triangle Pacific, as well as extensive capital markets expertise. In addition, he has served on multiple boards over the course of his career, bringing PGT significant additional board level experience and perspective.”
Mr. McHugh will join the Board as an independent, Class I director. He will hold office until the 2007 PGT annual meeting or until his successor has been elected and qualified. Mr. McHugh will serve as a member and Chairman of the Audit Committee of the Board, which will now be composed of a majority of independent directors.
ABOUT PGT
PGT® (NASDAQ: PGTI) pioneered the U.S. impact-resistant window and door industry and today is the nation’s leading manufacturer and supplier of residential impact-resistant windows and doors. PGT is also one of the largest window and door manufacturers in the United States. In its 25th year, the company employs approximately 2,400 at its 485,000-square-foot manufacturing, glass tempering and laminating plants, and delivery fleet facilities in Venice, FL, and its 225,000-square-foot production facility in Lexington, NC. Sold through a network of over 1,300 independent distributors, the company’s total line of custom windows and doors is now available throughout the eastern United States, the Gulf Coast and in a growing international market, which includes the Caribbean, South America and Australia. PGT’s product line includes PGT® Aluminum and Vinyl Windows and Doors; WinGuard® Impact-Resistant Windows and Doors; Multi-Story Series 800 Windows and Doors; and Eze-Breeze® Sliding Panels. PGT, Inc. completed its initial public offering on NASDAQ on June 27, 2006.
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