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): June 8, 2017
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-35253 |
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20-5441563 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
24911 Avenue Stanford
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (661) 775-7200
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
On June 8, 2017, Richard J. Weller, Executive Vice President and Chief Financial Officer of Wesco Aircraft Holdings, Inc. (the Company), informed the Company of his intention to retire from his position of Executive Vice President and Chief Financial Officer. To ensure an orderly transition, Mr. Weller is expected to continue to serve as the Companys Executive Vice President and Chief Financial Officer until his successor is hired.
A copy of the Companys press release announcing the retirement of Mr. Weller is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Company and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as intention, expected or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Companys control. Therefore, you should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: general economic and industry conditions; conditions in the credit markets; changes in military spending; risks unique to suppliers of equipment and services to the U.S. government; risks associated with the Companys long-term, fixed-price agreements that have no guarantee of future sales volumes; risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers, or the delay, scaling back or elimination of significant programs on which the Company relies; the Companys ability to effectively compete in its industry; the Companys ability to effectively manage its inventory; the Companys suppliers ability to provide it with the products the Company sells in a timely manner, in adequate quantities and/or at a reasonable cost; the Companys ability to maintain effective information technology systems; the Companys ability to retain key personnel; risks associated with the Companys international operations, including exposure to foreign currency movements; risks associated with assumptions the Company makes in connection with its critical accounting estimates (including goodwill) and legal proceedings; the Companys dependence on third-party package delivery companies; fuel price risks; fluctuations in the Companys financial results from period-to-period; environmental risks; risks related to the handling, transportation and storage of chemical products; risks related to the aerospace industry and the regulation thereof; risks related to the Companys indebtedness; and other risks and uncertainties.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Companys business, including those described in the Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the Securities and Exchange Commission. All forward-looking statements included in this communication (including information included or incorporated by reference herein) are based upon information available to the Company as of the date hereof, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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Press Release, issued by the Company on June 8, 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.
Date: June 8, 2017 |
WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Todd S. Renehan |
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Todd S. Renehan |
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Chief Executive Officer |
Exhibit 99.1
Wesco Aircraft Announces Retirement of Chief Financial Officer
VALENCIA, Calif., June 8, 2017 Wesco Aircraft Holdings, Inc. (NYSE: WAIR), the worlds leading provider of comprehensive supply chain management services to the global aerospace industry, today announced that Richard J. Weller, executive vice president and chief financial officer, has informed the company of his intention to retire.
Mr. Weller is expected to continue to serve as the companys chief financial officer and remain an officer of the company until a successor is found to ensure an orderly transition. Wesco Aircraft has retained a leading executive search firm to assist with the appointment of a new chief financial officer.
Todd Renehan, chief executive officer, said, On behalf of the board, I would like to thank Rick for his service to Wesco. He instilled greater discipline in our financial processes, helped complete the integration of Haas Group International and led financing activities that included the October 2016 refinancing of the companys senior secured term loan A and revolving credit facilities. We wish Rick well as he transitions into retirement.
Mr. Weller has served as executive vice president and chief financial officer since joining Wesco Aircraft in May 2015. Prior to his position at Wesco, Mr. Weller was vice president and corporate controller at Ingersoll-Rand plc. His career also includes leadership roles at Textron Inc., Litton Data Systems/Northrop Grumman Corporation and Aviall, Inc.
About Wesco Aircraft
Wesco Aircraft is the worlds leading distributor and provider of comprehensive supply chain management services to the global aerospace industry, based on annual sales. The companys services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management. The company believes it offers one of the worlds broadest portfolios of aerospace products, including C-class hardware, chemical and electrical and comprised of more than 565,000 active SKUs.
To learn more about Wesco Aircraft, visit our website at www.wescoair.com. Follow Wesco Aircraft on LinkedIn at https://www.linkedin.com/company/wesco-aircraft-corp.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events and are subject to risks and uncertainties. The forward-looking statements, which address the companys expected business and financial performance and financial condition, among other matters, contain words such as: continue, expect, intention, remain or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the companys control. Therefore, the reader should not place undue reliance on such statements.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected business outcomes and growth. Although the company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.
Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: general economic and industry conditions; conditions in the credit markets; changes in military spending; risks unique to suppliers of equipment and services to the U.S. government; risks associated with the companys long-term, fixed-price agreements that have no guarantee of future sales volumes; risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers or the delay, scaling back or elimination of significant programs on which the company relies; the companys ability to effectively compete in its industry; the companys ability to effectively manage its inventory; the companys suppliers ability to provide it with the products the company sells in a timely manner, in adequate quantities and/or at a reasonable cost; the companys ability to maintain effective information technology systems; the companys ability to retain key personnel; risks associated with the companys international operations, including exposure to foreign currency movements; risks associated with assumptions the company makes in connection with its critical accounting estimates (including goodwill) and legal proceedings; the companys dependence on third-party package delivery companies; fuel price risks; fluctuations in the companys financial results from period-to-period; environmental risks; risks related to the handling, transportation and storage of chemical products; risks related
to the aerospace industry and the regulation thereof; risks related to the companys indebtedness; and other risks and uncertainties.
The foregoing list of factors is not exhaustive. The reader should carefully consider the foregoing factors and the other risks and uncertainties that affect the companys business, including those described in Wesco Aircrafts Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the Securities and Exchange Commission. These or other uncertainties may cause the companys actual future results to be materially different than those expressed in any forward-looking statements. The company undertakes no obligation to update or revise any forward-looking statements.
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Contact Information
Jeff Misakian
Vice President, Investor Relations
661-362-6847
Jeff.Misakian@wescoair.com