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 7, 2012
IEC ELECTRONICS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-6508 | 13-3458955 |
| (Commission File Number) | (IRS Employer Identification No.) |
105 Norton Street, Newark, New York 14513
(Address of principal executive offices) (Zip code)
(315) 331-7742
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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))
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Florence D. Hudson To Board of Directors
On August 7, 2012, the Board of Directors of IEC Electronics Corp. (the “Company”) elected Florence D. Hudson to fill the vacancy on the Board of Directors created by the resignation of Carl E. Sassano described below. She will be a party to the same compensation arrangements as apply to the other independent directors of the Company, including (1) an annual board retainer of $24,000, payable in cash or stock, (2) a board meeting fee of $1,000 per meeting, payable in stock, (3) a supplemental meeting fee of $1,000, (4) reimbursement for expenses incurred in attending board meetings, and (5) an annual grant of restricted stock, vesting annually over three years, with a fair market value of $20,000 on the grant date. The Board of Directors has not yet made a determination as to the Committees on which Ms. Hudson will serve.
Resignation of Carl E. Sassano From Board of Directors
On August 7, 2012, Carl E. Sassano resigned from the Company’s Board of Directors.
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure |
On August 9, 2012, the Company issued a press release announcing the changes in the Board of Directors described above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Section 9 Financial Information and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit 99.1 Press Release issued by the Company on August 9, 2012
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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 Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
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.
| IEC ELECTRONICS CORP. | |||
| (Registrant) | |||
| Date: August 9, 2012 | By: | /s/ W. Barry Gilbert | |
| W. Barry Gilbert | |||
| Chairman and Chief Executive Officer | |||
EXHIBIT INDEX
| Exhibit 99.1 |
Press Release issued by the Company on August 9, 2012
|
Exhibit 99.1
Florence Hudson joins IEC Electronics Board of Directors
| - | Carl Sassano Steps Down |
Newark, N.Y. August 9, 2012 – IEC Electronics Corp. (NYSE Amex IEC) announced today that Florence Hudson has joined the Company’s Board of Directors. The Company also announced that Carl Sassano has resigned his board position.
Florence Hudson is an executive in IBM Corporate Strategy with leadership experience in business and technical strategy, emerging business opportunities, marketing, partnerships and sales. Ms. Hudson has held a variety of leadership positions at IBM, including Vice President and Director of Corporate Strategy responsible for Strategic Growth for IBM; Vice President of Strategy & Marketing and acting Chief Technology Officer for the IBM Global Industrial Sector; and Vice President of Marketing & Strategy for IBM System z mainframes.
Prior to IBM, Ms. Hudson worked for Hewlett-Packard. She also worked as an Aerospace Engineer at Grumman Corporation and the NASA Jet Propulsion Laboratory on solar power satellites, the space shuttle program and future missions around Jupiter.
Ms. Hudson graduated from Princeton University with a Bachelor of Science degree in Mechanical and Aerospace Engineering. Florence is a member of the Princeton University Technology Advisory Council.
“With many years of strategy and leadership positions at IBM, Florence is a seasoned executive who brings tremendous talent that we believe will prove valuable to IEC as we manage our future growth,” said Barry Gilbert, IEC’s Chairman and CEO.
“I believe Florence shares our vision of building shareholder value through a combination strategic growth and steadily improving profitability. We are fortunate to have Florence join our Board.”
Mr. Gilbert continued, “As we welcome Florence, we also thank Carl Sassano for his many contributions to IEC Electronics over the years. Carl brought years of experience to our Board and regrettably leaves us for most understandable personal reasons. We wish Carl and his family all the best.”
About IEC Electronics
IEC Electronics Corporation is a premier provider of electronic manufacturing services (“EMS”) to advanced technology companies primarily in the military and aerospace, medical, industrial and computing sectors. The Company specializes in the custom manufacture of high reliability, complex circuit cards, system level assemblies, a wide array of custom cable and wire harness assemblies, precision sheet metal products, and advanced research and testing services. As a full service EMS provider, IEC is a world-class ISO 9001:2008, AS9100 and ISO13485 certified company. The AS9100 certification enables IEC to serve the military and commercial aerospace markets. The ISO13485 certification supports the quality requirements of medical device markets. The Company is also ITAR registered and NSA approved under the COMSEC standard. Dynamic Research and Testing Laboratory (DRTL) the Company’s newest business unit, is an ISO 17025 accredited laboratory specializing in the testing and detection of counterfeit electronic parts, as well as component risk mitigation and advanced failure analysis. IEC Electronics is headquartered in Newark, NY (near Rochester) and also has operations in Victor, NY, Rochester, NY, Albuquerque, NM and Bell Gardens, CA. Additional information about IEC can be found on its web site at www.iec-electronics.com.
The foregoing, including any discussion regarding
the Company's future prospects, contains certain forward-looking statements that involve risks and uncertainties, including uncertainties
associated with economic conditions in the electronics industry, particularly in the principal industry sectors served by the Company,
changes in customer requirements and in the volume of sales to principal customers, competition and technological change, the ability
of the Company to control manufacturing and operating costs, the ability of the Company to develop and maintain satisfactory relationships
with vendors, and the ability of the Company to efficiently integrate acquired companies into its business. The Company's
actual results of operations may differ significantly from those contemplated by any forward-looking statements as a result of
these and other factors, including factors set forth in the Company's 2011 Annual Report on Form 10-K and in other filings with
the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking information,
whether as a result of new, updated information future events or otherwise.
| Contact: | Vincent Leo | John Nesbett or Jennifer Belodeau |
| CFO | Institutional Marketing Services | |
| IEC Electronics Corp. | (203)972-9200 | |
| (315)332-4308 | jnesbett@institutionalms.com |