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)) August 8, 2014
Delta Tucker Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-173746 | 27-2525959 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1700 Old Meadow Road, McLean, Virginia 22102
(571) 722-0210
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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 August 8, 2014, the Board of Directors of Delta Tucker Holdings. Inc. (the “Company”) appointed board member James E. Geisler as interim Chief Executive Officer (“CEO”), effective immediately. This appointment follows the departure of S. Gordon Walsh as the Company’s CEO on August 8, 2014, effective immediately. A Search Committee within the Board of Directors has been created, which will oversee the process for the identification and selection of a permanent CEO.
Mr. Geisler, 48, has been a Director of the Company as well as a member of the Company’s Audit Committee and Business, Ethics and Compliance Committee since September 2012. In June 2014, Mr. Geisler joined Cerberus Operations and Advisory Company, LLC. Prior to joining Cerberus, Mr. Geisler was the Chief Operating Officer and Chief Financial Officer at CreoSalus, a Kentucky-based life-science company. Before joining CreoSalus in 2010, he spent 17 years with United Technologies Corporation, a Dow Jones company with over $50 billion in revenue with operations in six industries, including the aerospace and security industries. Mr. Geisler was co-Chief Financial Officer for four years with responsibilities including treasury, investor relations and financial planning. He also served as Vice President of Strategy, in charge of business development and acquisitions. In 2005 and 2006, Mr. Geisler was recognized as a top three Aerospace and Defense CFO by Institutional Investor Magazine. He currently also serves as a Director for Community Bank Shares of Indiana and CreoSalus. Mr. Geisler’s career began with General Electric’s aerospace business with assignments in the U.S. and Asia. He holds a Master’s in Business Administration from the University of Virginia’s Darden Graduate School of Business Administration and a Bachelor of Business Administration from the University of Kentucky.
Our August 8, 2014, press release announcing the appointment of Mr. Geisler as our new Chief Executive Officer is included with this Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are furnished herewith:
| 99.1 | Press Release dated August 8, 2014. |
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: August 8, 2014 | DELTA TUCKER HOLDINGS, INC. | |||||
| /s/ William T. Kansky | ||||||
| William T. Kansky | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
DynCorp International Announces Change in Executive Leadership
James E. Geisler Appointed Interim CEO
MCLEAN, Va. (August 8, 2014) - Delta Tucker Holdings, Inc., the parent of DynCorp International, Inc., (“DI”, and together with the Holdings, the “Company”), announced today that it has appointed board member James E. Geisler as interim chief executive officer, effective immediately. This appointment follows the departure of S. Gordon Walsh as the Company’s CEO. Mr. Walsh’s departure is not related in any way to the Company’s operational or financial performance.
Mr. Geisler has been a member of Delta Tucker Holdings, Inc.’s Board of Directors since September 2012. In his career, Mr. Geisler spent 17 years in the aerospace and defense industry at United Technologies Corporation, serving as the co-chief financial officer with responsibilities including Treasury, Investor Relations, Shared Business Services, and Financial Planning and Analysis. He also certified the company’s financial statements and was in charge of strategy and mergers and acquisitions. In 2005 and 2006, Geisler was recognized as a top three Aerospace and Defense CFO by Institutional Investor Magazine. He currently serves as a director for Community Bank Shares of Indiana and CreoSalus as well as Delta Tucker Holdings, Inc.
A Search Committee within the Board of Directors has been created, which will oversee the process for the identification and selection of a new CEO.
About DynCorp International
DynCorp International is a leading global services provider offering unique, tailored solutions for an ever-changing world. Built on more than six decades of experience as a trusted partner to commercial, government and military customers, DI provides sophisticated aviation, logistics, training, intelligence and operational solutions wherever we are needed. DynCorp International is headquartered in McLean, Va. For more information, visit our blogs or follow DynCorp International on Twitter.
Contact: Beatrice-Madonna Livioco, beatrice-madonna.livioco@dyn-intl.com, 571-722-0270