0001445305-13-002431.txt : 20131017 0001445305-13-002431.hdr.sgml : 20131017 20131017165047 ACCESSION NUMBER: 0001445305-13-002431 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131015 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131017 DATE AS OF CHANGE: 20131017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRCO MFG CORPORATION CENTRAL INDEX KEY: 0000751365 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 951613718 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08777 FILM NUMBER: 131156970 BUSINESS ADDRESS: STREET 1: 2027 HARPERS WAY CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3105330474 MAIL ADDRESS: STREET 1: P O BOX 44846 CITY: LOS ANGELES STATE: CA ZIP: 90044 8-K 1 a8k_bertmoyerresigned.htm 8K CURRENT REPORT 8K_Bert Moyer resigned




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): October 15, 2013
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in charter)
 
 
Delaware
 
001-8777
 
95-1613718
 
 
 
 
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2027 Harpers Way, Torrance, California 90501
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 533-0474
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))
 
 
 










TABLE OF CONTENTS
 
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01. Financial Statements and Exhibits.
Signatures
Exhibit Index






Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2013, Albert J. Moyer resigned as a director of Virco Mfg. Corporation (the “Company”), effective immediately. At the time of his resignation, Mr. Moyer served as Chair of the Compensation Committee and as a member of the Audit Committee and the Corporate Governance and Nominating Committee. The circumstances surrounding Mr. Moyer’s resignation, as described by Mr. Moyer, are described in his resignation letter, which is attached hereto as Exhibit 99.1. The Company thanks Mr. Moyer for his many years of service.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit 99.1        Resignation Letter of Albert J. Moyer.






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.
 
 
 
 
 
VIRCO MFG. CORPORATION
 
 Dated: October 15, 2013
By:  
/s/ Robert A. Virtue 
 
 
Robert A. Virtue 
 
 
Chief Executive Officer and
Chairman of the Board of Directors 






EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
(d) Exhibit 99.1
 
Resignation Letter of Albert J. Moyer




EX-99.1 2 exhibit991resignationlette.htm EXHIBIT Exhibit 99.1 Resignation Letter of Albert J. Moyer.



Exhibit 99.1


I am resigning from the Board of Directors and as Chairman of the Compensation Committee
of Virco Manufacturing Corporation effective at the end of business on October 15, 2013.
 
In the spring of 2013, the outside directors determined by a vote of 7-0 that a change of leadership
of the company was required. Initially management agreed to certain of the changes.
 
Management was successful in changing the mind of 3 directors who originally agreed that a
change was necessary. Two of these directors were prior executives of the company and the
third is a personal friend  of the Chairman/CEO.
 
The board is now controlled by an inside group of directors.
 
A duty of a board member is to represent the interests of all shareholders.The execution of that duty
is not possible under the present board structure.
 
Albert J. Moyer