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) – January 3, 2014
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)(Zipcode)
(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:
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)) |
Section 5 – Corporate Governance and Management
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Departure of Donald S. Doody
On January 3, 2014, Donald S. Doody voluntarily resigned from his position as Executive Vice President of IEC Electronics Corp. (the “Company”). His resignation will be effective January 10, 2014. Mr. Doody and the Company have agreed that Mr. Doody will provide the Company with consulting services, as requested by the Company on an hourly basis, for up to six months following his resignation, pursuant to a Resignation from Employment and Consulting Agreement (“Consulting Agreement”), dated January 9, 2014, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The foregoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement itself, a copy of which is filed herewith.
Section 7 – Regulation FD
Item 7.01 | Regulation FD Disclosure |
On January 9, 2014, the Company issued a press release announcing the management change 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 10.1 | Resignation from Employment and Consulting Agreement, dated January 9, 2014, between IEC Electronics Corp. and Donald S. Doody |
Exhibit 99.1 | Press Release issued by the Company on January 9, 2014 |
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. Neither the filing of any exhibit to this report nor the inclusion in such exhibits of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such address into this report. The information available at the Company’s Internet address is not part of this report.
This Current Report on Form 8-K, including the Exhibits incorporated herein, contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such Acts for forward-looking statements. These forward-looking statements (such as when the Company describes what it “believes”, “expects”, or “anticipates” will occur, and other similar statements) include, but are not limited to, statements regarding future sales and operating results, future prospects, the capabilities and capacities of business operations, any financial or other guidance and all statements that are not based on historical fact, but rather reflect the Company’s current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.
2 |
The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those views expressed or implied in the Company’s forward-looking statements: business conditions and growth or contraction in the Company’s customers' industries, the electronic manufacturing services industry and the general economy; variability of the Company’s operating results; the Company’s ability to control its material, labor and other costs; the Company’s dependence on a limited number of major customers; the potential consolidation of the Company’s customer base; availability of component supplies; dependence on certain industries; variability and timing of customer requirements; uncertainties as to availability and timing of governmental funding for the Company’s customers; the types and mix of sales to the Company’s customers; the Company’s ability to assimilate acquired businesses and to achieve the anticipated benefits of such acquisitions; unforeseen product failures and the potential product liability claims that may be associated with such failures; the availability of capital and other economic, business and competitive factors affecting the Company’s customers, the Company’s industry and business generally; failure or breach of the Company’s information technology systems; natural disasters; and other factors that the Company may not have currently identified or quantified. Additional risks and uncertainties resulting from the restatement of the Company’s financial statements included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on July 3, 2013 (“2013 Form 10-K/A”) and in the Company’s Form 10-Q/A filed on the same date are described in detail in the Company’s Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC on December 24, 2013 (the “2013 Form 10-K”). Any one or more of such risks and uncertainties could have a material adverse effect on the Company or the value of its common stock. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the "Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections in the 2013 Form 10-K.
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: January 9, 2014 | By: | /s/ W. Barry Gilbert | |
W. Barry Gilbert | |||
Chairman and Chief Executive Officer | |||
3 |
EXHIBIT INDEX
Exhibit 10.1 | Resignation from Employment and Consulting Agreement, dated January 9, 2014, between IEC Electronics Corp. and Donald S. Doody |
Exhibit 99.1 | Press Release issued by the Company on January 9, 2014 |
Exhibit 10.1
RESIGNATION FROM EMPLOYMENT
AND
CONSULTING AGREEMENT
BETWEEN
DONALD S. DOODY (“EXECUTIVE”)
AND
IEC ELECTRONICS CORP
Including its Directors, Officers, Agents, Employees and Subsidiaries (“IEC”)
Whereas Executive has tendered his resignation from employment with IEC in a letter dated January 3, 2014; and
Whereas, Executive and IEC desire to confirm the terms of such resignation and establish a consulting arrangement; now, therefore,
IT IS AGREED BY AND BETWEEN EXECUTIVE AND IEC AS FOLLOWS:
1. | Executive resigns from his employment and from all positions as an officer or director of IEC effective January 10, 2014. This resignation is voluntary and for the purpose of achieving a work-life balance and pursuing other career opportunities. |
2. | Executive will be paid his salary and benefits, and be reimbursed for any legitimate business expenses incurred, through his resignation date, and he agrees that this satisfies all financial obligations of IEC to Executive. Executive also agrees that he has no claims for employment related discrimination under federal, state or local laws, rules or regulations and he releases IEC from any liability for any such claims. |
3. | Executive shall be provided with the required notices under the federal law known as COBRA, which allows Executive to obtain continued coverage under IEC group health insurance plans at his own expense. Executive will also be entitled to coverage under his Indemnity Agreement with IEC dated November 15, 2004 according to its terms. |
4. | Executive recognizes and confirms his obligations under his Salary Continuation and Non-Competition Agreement dated October 1, 2010, including the Restrictive Covenants in Section 3 thereof. |
5. | Following his resignation from employment, Executive agrees to be available to act as a consultant to IEC on an hourly basis at the rate of $500.00 per hour to perform such duties as IEC may assign, to include assistance with ongoing matters and specifically to assist with the integration of Celmet. The duration and extent of such consulting arrangement will be in the sole discretion of IEC, except that (a) it is anticipated that such duties will require at least twenty (20) hours per month for the next (6) months (from January 11,2014 through July 11, 2014); (b) Executive may cancel the consulting arrangement if he does not receive at least 5 hours of work in each of two (2) consecutive months during which the agreement is in effect during the six (6) months period, and in such case the cancelation shall be considered a termination by IEC at the end of the second month under subsection “(c)” of this Section 5; (c) in the event IEC terminates such consultant relationship prior to the expiration of the six (6) months, and the agreement has not been canceled under subsection “(b)” of this Section 5, Executive shall nevertheless be paid for all hours approved and worked to the date of termination, but for not less than twenty (20) hours for the month during which such termination by IEC occurs; (d) in scheduling and assigning work to Executive, IEC will reasonably accommodate Executive’s scheduling requirements and his pursuit of full-time employment, which may require time for travel and/or interviews; (e) Executive shall not be required to perform such duties beyond a period of six (6) months following his separation from employment, except with his consent. Executive agrees that during this consulting arrangement he will be acting and treated as an independent contractor, and Executive shall work independently on specific tasks. As an independent contractor, Executive will not be covered by any IEC benefit plans or insurances, and Executive will be responsible for all taxes and other requirements of employment. IEC will issue Executive an IRS Form 1099 for his consulting work. |
6. | On or before his date of resignation Executive will make arrangements to return all IEC property to the human resources director. Executive will ensure that all IEC information is preserved on IEC computers and that he returns all electronic and documentary information of IEC, except that IEC may allow Executive to retain such property and information that it determines may be necessary for Executive to perform his duties as a consultant. At all times Executive shall preserve and protect any property and information and shall promptly return it when his consultancy ends. |
7. | During the term of this agreement, Executive will notify IEC immediately if he has accepted or accepts employment with any other entity, or if he engages in self-employment and he will inform IEC of the nature and extent of such employment. |
8. | This agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. |
In Witness Whereof, the parties hereto have caused this agreement to be executed on the dates indicated below.
[Signature Page Follows]
IEC ELECTRONICS CORP.
/s/ W Barry Gilbert | /s/ Donald S. Doody |
W. Barry Gilbert | Donald S. Doody |
(Chairman and CEO) | (Executive) |
Dated: January 9, 2014 | Dated: January 9, 2014 |
Exhibit 99.1
105 Norton Street · Newark, NY 14513 · Ph: (315) 331-7742 · Fax: (315) 331-3547 · www.iec-electronics.com
IEC Announces Management Change
Newark, NY – January 9, 2014 – IEC Electronics Corp. (NYSE MKT: IEC) has announced that Don Doody, Executive Vice President, has voluntarily resigned from the Company effective January 10, 2014.
W. Barry Gilbert, Chairman and CEO of IEC, stated “We greatly appreciate the contribution Don has made to the Company over the past nine years. During his time with IEC, we have grown from a company with a little over $28 million in revenue to a $141 million company. Don has resigned for personal reasons and is seeking greater work-life balance. Though we regret his decision, we completely support him. We are pleased that we have a consulting agreement with Don and look forward to continuing to work with him in that capacity.”
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 communications 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 AC7120 Nadcap accredited for electronics manufacturing to support the most stringent quality requirements of the aerospace industry, as well as ITAR registered and NSA approved under the COMSEC standard. Dynamic Research and Testing Laboratories (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 (outside of Rochester) and also has operations in Rochester, NY, Albuquerque, NM and Bell Gardens, CA. Additional information about IEC can be found on its web site at www.iec-electronics.com.
This release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such Acts for forward-looking statements. These forward-looking statements (such as when the Company describes what it “believes”, “expects”, or “anticipates” will occur, and other similar statements) include, but are not limited to, statements regarding future sales and operating results, future prospects, the capabilities and capacities of business operations, any financial or other guidance and all statements that are not based on historical fact, but rather reflect the Company’s current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.
The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those views expressed or implied in the Company’s forward-looking statements: business conditions and growth or contraction in the Company’s customers' industries, the electronic manufacturing services industry and the general economy; variability of the Company’s operating results; the Company’s ability to control its material, labor and other costs; the Company’s dependence on a limited number of major customers; the potential consolidation of the Company’s customer base; availability of component supplies; dependence on certain industries; variability and timing of customer requirements; uncertainties as to availability and timing of governmental funding for the Company’s customers; the types and mix of sales to the Company’s customers; the Company’s ability to assimilate acquired businesses and to achieve the anticipated benefits of such acquisitions; unforeseen product failures and the potential product liability claims that may be associated with such failures; the availability of capital and other economic, business and competitive factors affecting the Company’s customers, the Company’s industry and business generally; failure or breach of the Company’s information technology systems; natural disasters; and other factors that the Company may not have currently identified or quantified. Additional risks and uncertainties resulting from the restatement of the Company’s financial statements included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on July 3, 2013 (“2013 Form 10-K/A”) and in the Company’s Form 10-Q/A filed on the same date are described in detail in the Company’s Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC on December 24, 2013 (the “2013 Form 10-K”). Any one or more of such risks and uncertainties could have a material adverse effect on the Company or the value of its common stock. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the "Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections in the 2013 Form 10-K.
Contact: | W. Barry Gilbert | John Nesbett or Jennifer Belodeau |
CEO | Institutional Marketing Services (IMS) | |
IEC Electronics Corp. | (203)972-9200 | |
(315) 332-4538 | jnesbett@institutionalms.com |
N"=PP.^:7.1Q68WAZQ>3>5DWCD M'S#Q]*T8XUBB2-/NH`H^@H`?1110`4E%%`!2T44`%%%%`!1110`4444`%)11 90`M%%%`!2444`+1110`4444`%%%%`'__V3\_ ` end