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 30, 2017
FLIR Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
| Oregon | 0-21918 | 93-0708501 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 27700 SW Parkway Avenue Wilsonville, Oregon 97070 (503) 498-3547 |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
| 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)) | |
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 [ ]
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. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 30, 2017, in connection with the Company’s planned realignment of its operating structure, Thomas A. Surran, Senior Vice President and Chief Operating Officer of the Company, informed the Company of his decision to resign from his position as an officer and employee of the Company effective September 30, 2017. Mr. Surran’s duties will be assumed by other members of management as part of the announced realignment. In connection with his resignation and termination of employment on September 30, 2017, Mr. Surran is expected to enter into a separation and release agreement with the Company providing him the following severance benefits: (i) cash severance equal to the sum of (x) twelve (12) months of base salary and (y) one hundred percent of Mr. Surran’s target bonus amount payable in twelve equal installments in accordance with the Company’s normal payroll practices, (ii) full vesting acceleration of any unvested time-based outstanding equity awards granted to Mr. Surran, and (iii) reimbursement of the premium costs for continued health coverage under COBRA for a period of up to twelve (12) months following termination of his employment.
Item 7.01. Regulation FD Disclosure.
On August 30, 2017, the Company issued a press release announcing a planned realignment of its operating structure and Mr. Surran’s resignation as Senior Vice President and Chief Operating Officer of the Company effective September 30, 2017. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Press Release of FLIR Systems, Inc. dated August 30, 2017.
SIGNATURE
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.
| FLIR Systems, Inc. | ||
| Date: August 30, 2017 | By: | /s/ Todd M. DuChene |
| Todd M. DuChene | ||
| Senior Vice President, General Counsel & Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of FLIR Systems, Inc. dated August 30, 2017. |
EXHIBIT 99.1
FLIR Systems to Realign Operating Segment Structure
Consolidation of Segments to Enable Operational Efficiencies and Increased Growth
WILSONVILLE, Ore., Aug. 30, 2017 (GLOBE NEWSWIRE) -- FLIR Systems, Inc. (NASDAQ:FLIR) today announced that it will realign its business operations into three principle business units: Government and Defense, Industrial, and Commercial. With this consolidation, FLIR intends to reduce complexity, realize greater operating synergies, and enhance management focus. FLIR expects to report its financial results in accordance with this new operating structure beginning with its first quarter 2018 operating results.
FLIR’s new business units (BU) will operate as follows:
“Streamlining our operations will enable growth and enhanced value creation across all of our businesses,” said Jim Cannon, President and CEO of FLIR. “I’ve spoken about my intent for us to fuel, feed, or focus various businesses in our portfolio and this realignment will enable and accelerate that pursuit.”
FLIR has scheduled a conference call on Tuesday, September 5th, at 9:00 A.M. ET (6:00 A.M. PT) to discuss the realignment. A simultaneous webcast of the conference call and the accompanying summary presentation may be accessed online from a link in the Events & Presentations section of the FLIR Investor Relations web page at www.FLIR.com/investor.
With this realignment, Tom Surran, Senior Vice President and Chief Operating Officer, has announced his resignation, effective September 30, 2017.
"Since joining FLIR in 2004 through our acquisition of Indigo Systems, Tom has had an outsized impact on virtually all facets of the company’s operations and I would like to thank him for his extraordinary contributions to FLIR,” said Jim Cannon. “Although FLIR will undoubtedly miss Tom’s deep experience and leadership, we respect his decision to pursue other opportunities and wish him well in his future endeavors."
About FLIR Systems, Inc.
Founded in 1978 and headquartered in Wilsonville, Oregon, FLIR Systems is a world-leading maker of sensor systems that enhance perception and heighten awareness, helping to save lives, improve productivity, and protect the environment. Through its nearly 3,500 employees, FLIR’s vision is to be “The World’s Sixth Sense” by leveraging thermal imaging and adjacent technologies to provide innovative, intelligent solutions for security and surveillance, environmental and condition monitoring, outdoor recreation, machine vision, navigation, and advanced threat detection. For more information, please visit www.flir.com and follow @flir.
Forward-Looking Statements
The statements in this release regarding FLIR’s intentions and the potential impact of its planned reorganization on the future operations and profitability of the business and other statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates, and projections about FLIR's business based, in part, on assumptions made by management. These statements are not guarantees of future performance, actions or events and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including risks and uncertainties discussed from time to time in FLIR's Securities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made and FLIR does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes made to this document by wire services or Internet service providers.
Media Contact
Tim McDowd
503-498-3146
tim.mcdowd@flir.com
Investor Relations
Shane Harrison
503-498-3547
shane.harrison@flir.com