-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQaREct7FmFkj2lTYGHCl2ywB+ImYNT20tTkBJ587HaHGEvMnGUkAjOEBhMm4Eax ust+TRhC1E1tx62jiLN1hw== 0001072613-04-001403.txt : 20040729 0001072613-04-001403.hdr.sgml : 20040729 20040729101807 ACCESSION NUMBER: 0001072613-04-001403 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: Other events FILED AS OF DATE: 20040729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN GALVANIZING & COATINGS INC CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03920 FILM NUMBER: 04937681 BUSINESS ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 BUSINESS PHONE: (918)494-0964 MAIL ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 FORMER COMPANY: FORMER CONFORMED NAME: KINARK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 8-K 1 form8-k_12821.txt FORM 8-K DATED JULY 28, 2004 ================================================================================ 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): July 28, 2004 North American Galvanizing & Coatings, Inc. (Exact name of registrant as specified in charter) Delaware 1-3920 71-0268502 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2250 East 73rd Street, Oklahoma 74136-6832 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (918) 494-0964 NOT APPLICABLE (Former name or former address, if changed since last report.) ================================================================================ ITEM 5. Other Events On July 28, 2004, North American Galvanizing & Coatings, Inc. issued a press release in the form attached as Exhibit 99.1, which is incorporated herein by reference. The furnishing of this information shall not be deemed an admission as to the materiality of the information included in this Current Report. This information is not filed but is furnished pursuant to Regulation FD. 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: July 28, 2004 North American Galvanizing & Coatings, Inc. By: /s/ Paul R. Chastain ---------------------------------- Paul R. Chastain Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated July 28, 2004, of North American Galvanizing & Coatings, Inc. EX-99.1 2 exhibit99-1_12821.txt PRESS RELEASE DATED JULY 28, 2004 EXHIBIT 99.1 ------------ NORTH AMERICAN GALVANIZING & COATINGS, INC. ANNOUNCES RESULTS OF 2004 ANNUAL MEETING Tulsa, Oklahoma, July 28, 2004 - North American Galvanizing & Coatings, Inc. (AMEX-NGA) announced today that over 92% of the Company's outstanding shares were represented at its annual meeting held on July 21, 2004. Stockholders voted overwhelmingly to re-elect seven incumbent directors to serve until the 2005 annual meeting: Linwood J. Bundy, Paul R. Chastain, Ronald J. Evans, Gilbert L. Klemann, II, Patrick J. Lynch, Joseph J. Morrow and John H. Sununu. The Company's stockholders were asked to consider a number of proposals, all of which were approved. Proposals approved by the stockholders included (a) the 2004 Incentive Stock Plan, to replace a prior stock option plan; (b) the Director Stock Unit Program, a program to tie a percentage of each director's compensation to the long-term value of the Company's common stock and (c) amendments to the Company's Restated Certificate of Incorporation to effect a reverse split followed by a forward split of the Company's common stock, at the discretion of the Board of Directors. Commenting on the Reverse/Forward Split, non-executive chairman Joseph J. Morrow said, "A date has not been set, but if the Board determines to implement the Reverse/Forward Split, we will publicly announce our decision in a press release at that time. Stockholders who might otherwise be cashed out, and wish to remain stockholders, will be given notice in order that they may have the opportunity to purchase additional shares in the market prior to the implementation date." Stockholders also ratified the appointment of Deloitte & Touche LLP as independent accountants to conduct the 2004 audit of the Company's financial statements. After the annual meeting of stockholders, the Board of Directors re-elected as officers of the Company Ronald J. Evans, president and chief executive officer and Paul R. Chastain, vice president-chief financial officer and corporate secretary. North American Galvanizing is a leading provider of hot dip galvanizing and coatings for corrosion protection of fabricated steel products. The Company conducts its galvanizing and coatings business through a network of plants located in Denver, Hurst (Dallas/Fort Worth), Houston, Kansas City, Louisville, Nashville, St. Louis and the Tulsa area. Hot dip galvanizing provides metals corrosion protection for many product applications used in commercial, construction and industrial markets. Our home page is: www.nagalv.com. Cautionary Statement. Statements in this news release that are not strictly historical may be "forward looking" statements, which involve risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward looking statements, including economic and regulatory conditions, issues with suppliers, market demand, pricing and competitive factors, among others, which are set forth in the Company's Form 10-K and other filings with the Securities and Exchange Commission. - E N D - -----END PRIVACY-ENHANCED MESSAGE-----