-----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, KpRKWTDpItqXZrEa5xOd159pZ9yPqNiHIsH4NqVMOF7J5rDtbSVsnEv582quP4Ml 2Jn0ZBbsjlYwBWV6Hlg55A== 0001072613-05-001351.txt : 20050611 0001072613-05-001351.hdr.sgml : 20050611 20050601171703 ACCESSION NUMBER: 0001072613-05-001351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 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: 05871488 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 form8k_13584.txt FORM 8-K DATED JUNE 1, 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported: June 1, 2005) 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, Tulsa, 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 7.01. REGULATON FD DISCLOSURE On June 1, 2005, 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: June 1, 2005 North American Galvanizing & Coatings, Inc. By: /s/ Beth B. Hood ------------------------- Beth B. Hood Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated June 1, 2005, of North American Galvanizing & Coatings, Inc. EX-99.1 2 exh99-1_13584.txt PRESS RELEASE DATED JUNE 1, 2005 EXHIBIT 99.1 ------------ NEWS RELEASE NORTH AMERICAN GALVANIZING & COATINGS, INC. 2250 East 73rd Street Suite 300 Tulsa, OK 74136 (918) 494-0964 Fax: (918) 494-3999 FOR IMMEDIATE RELEASE Contact: Beth B. Hood Phone: (918) 524-1512 North American Galvanizing & Coatings ------------------------------------- Announces Results of 2005 Annual Meeting ---------------------------------------- Tulsa, Oklahoma, June 1, 2005 - North American Galvanizing & Coatings, Inc. (AMEX: NGA) announced today that over 91% of the Company's outstanding shares were represented at its annual meeting held on May 26, 2005. Stockholders voted overwhelmingly to re-elect six incumbent directors to serve until the 2006 annual meeting: Linwood J. Bundy, Ronald J. Evans, Gilbert L. Klemann, II, Patrick J. Lynch, Joseph J. Morrow and John H. Sununu. Director Paul R. Chastain retired as a director and corporate officer of the Company effective at this Annual Meeting, in accordance with the Board's retirement policy upon attaining age 70. The Company's stockholders were asked to consider two additional proposals, which were approved. The stockholders re-approved amendments to the Company's Restated Certificate of Incorporation to effect a reverse stock 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 2005 audit of the Company's financial statements. The Board of Directors, in a separate meeting held May 26, re-elected Ronald J. Evans, as the company's president and chief executive officer. The Board elected Beth B. Hood as 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 coating business through a network of plants located in Canton, Ohio; Denver, Hurst (Dallas/Forth 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. This press release contains statements, estimates, or projections that constitute "forward-looking statements" as defined under U.S. securities laws, including, but not limited to, statements made concerning the acquisition of assets from Gregory Galvanizing and the financial impacts thereof. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from such forward-looking statements and management's present expectations or projections. These risks and uncertainties include the risk factors described in the Company's SEC filings including the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2005. -----END PRIVACY-ENHANCED MESSAGE-----