8K - Parkey Resignation
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 2, 2005
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
|
76-0566682
(I.R.S.
Employer
Identification
No.)
|
5333
Westheimer Road
Suite
600
Houston,
Texas 77056
(Address
of principal executive offices and zip code)
(713)
351-4100
(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 (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
1.01
|
Entry
into a Material Definitive
Agreement
|
As
disclosed in Item 5.02 of this Current Report on Form 8-K, on September 2,
2005,
W. Robert Parkey, Jr., President and Chief Executive Officer and a member of
the
Board of Directors of ICO, Inc. (the “Company”), resigned from all positions he
held with the Company and its subsidiaries and from the Board of Directors
effective as of September 30, 2005. In connection therewith, Mr. Parkey
entered into an Employment, Consulting and Separation Agreement and Release,
pursuant to which Mr. Parkey shall assume the position of Special Advisor
until February 1, 2006, during which period he will receive substantially the
same compensation, benefits and office support as he previously received as
President and Chief Executive Officer. Further, following the termination of
his
role as Special Advisor, Mr. Parkey will serve as an outside consultant to
the
Company until June 30, 2006, during which period he will be paid $25,833.33
per
month and be entitled to the same benefits and support as he previously received
as Special Advisor. If, prior to June 30, 2006, Mr. Parkey secures full-time
employment as a senior executive with another company, he will not be required
to provide consulting services and the Company will not provide him any benefits
or support, but the Company will continue to pay Mr. Parkey his monthly
consulting fee. In addition, in accordance with the power granted to the Board
of Directors under the 1995 Stock Option Plan, the 1996 Stock Option Plan and
the 1998 Stock Option Plan, the Company has agreed to accelerate the vesting
of
and/or extend until February 2, 2011 the option exercise period with respect
to
options to purchase an aggregate of 200,000 shares of the Company’s common stock
at prices ranging from $2.16 per share to $2.40 per share. The Company will
fully vest, effective as of September 30, 2005, any options described
above
that had not fully vested as of September 8, 2005 and which would not vest
prior
to February 2, 2006. Further, the Company released Mr. Parkey from any claims
related to Mr. Parkey’s employment with the Company, his service on the Board of
Directors, his resignation, the termination of his employment, his employment
agreement and other acts or omissions prior to September 8, 2005, except for
unlawful conduct and a breach of certain confidentiality provisions of his
employment agreement. In consideration thereof, Mr. Parkey has agreed
to
terminate his vested options to purchase an additional 140,000 shares of the
Company’s common stock, and released the Company from all claims related to his
employment, the termination of his employment agreement and any actions or
omissions that arose prior to September 8, 2005 (except that Mr. Parkey retains
any claims he may have under the Company’s health or welfare benefit plans and
claims for indemnification against third parties pursuant to the Company’s
Amended and Restated Bylaws).
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officer.
|
On
September 2, 2005, W. Robert Parkey, Jr., the Company’s President and Chief
Executive Officer and a member of the Board of Directors, resigned from all
positions he held at the Company and its subsidiaries and from the Board of
Directors, effective as of September 30, 2005. In connection with his
resignation, Mr. Parkey entered into an Employment, Consulting and
Separation Agreement and Release, which is further described under Item 1.01
of
this Current Report on Form 8-K. In connection with the resignation
of Mr.
Parkey, the Board of Directors has appointed A. John Knapp, Jr. as President
and
Chief Executive Officer, effective October 1, 2005. Mr. Knapp has been a member
of the Board of Directors of the Company since 2001.
In
addition, Christopher N. O’Sullivan, the Chairman of the Board of Directors of
the Company, resigned as Chairman, effective as of September 30, 2005. Mr.
O’Sullivan will remain a member of the Board of Directors of the Company. In
connection with the resignation of Mr. O’Sullivan, the Board of Directors has
appointed Gregory T. Barmore as Chairman of the Board of Directors. Mr. Barmore
joined ICO’s Board of Directors in 2004, when he was appointed by the holders of
ICO’s preferred stock under the terms of the preferred stock statement of
designation.
The
Company issued a press release on September 9, 2005 announcing the resignations
of Messrs. Parkey and O’Sullivan and the appointments of Messrs. Knapp and
Barmore, which is attached hereto as Exhibit 99.1 and incorporated by
reference into this Item 5.02.
Item
8.01 Other
Events.
In
connection with his appointment as President and Chief Executive Officer of
the
Company, A. John Knapp, Jr. resigned as Chairman of the Compensation Committee
of the Board of Directors effective as of September 8, 2005, and the Board
of
Directors appointed David E. Frischkorn to replace Mr. Knapp as Chairman of
the
Compensation Committee.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits
Exhibit Description
| |
10.1
|
Employment,
Consulting and Separation Agreement and Release by and between W.
Robert
Parkey, Jr. and ICO, Inc. dated September 8, 2005.
|
| |
99.1
|
Press
release dated September 9,
2005.
|
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.
ICO,
INC.
Date: September
9, 2005
| |
|
Title:
|
Chief
Financial Officer &
Treasurer
|
EXHIBIT
INDEX
Exhibit
Number Description
| |
10.1
|
Employment,
Consulting and Separation Agreement and Release by and between W.
Robert
Parkey, Jr. and ICO, Inc. dated September 8, 2005.
|
| |
99.1
|
Press
release dated September 9, 2005.
|