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): June 12, 2013
SED International Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| Georgia | 0-16345 | 22-2715444 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 3505 Newpoint Place, Suite 450 Lawrenceville, Georgia | 30043 | |
| (Address Of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code: (770) 491-8962
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. |
(e) On June 12, 2013 (the “Effective Date”), the registrant’s board of directors appointed Messrs. Steve Metayer and J.D. Abouchar to fill the two vacancies on the Board created by the expansion of the Board from five to seven members, each to serve until the next annual meeting of shareholders and his successor has been duly elected and qualified or until his earlier death, resignation or removal. Both of Messrs. Metayer and Abouchar are “independent” under the independence standards applicable to the registrant including Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.
Neither of Messrs. Metayer and Abouchar had any direct or indirect interest in any transactions with the registrant that requires disclosure under Item 404(a) of Regulation S-K. There is no existing family relationship between either of them or between either of them with any director or executive officer of the registrant.
BIOGRAPHICAL INFORMATION REGARDING
THE INCOMING DIRECTORS
The principal occupation and a brief summary of the backgrounds of Messrs. Metayer and Abouchar are as follows:
Steve Metayer, age 47, from 2010 to present, has been the General Manager, Actuation and Components Value Stream for GE Aviation with operational responsibility for 9 global manufacturing sites. Mr. Metayer has 25 years of business leadership experience with significant leadership roles and a track record of improving business operations and profitability. Prior to his current role, from 2007 to 2010, he held the position of Leader Global Logistics and Fullfillment for GE Aviation. Mr. Metayer earned a B.S, degree in Mechanical Engineering from the University of Rhode Island and an MBA from Boston University. He is a certified Six Sigma Black belt and is certified in Lean Kaizan manufacturing.
John D. (J.D.) Abouchar , age 52, for the last seven years has been an independent consultant to GRT Capital Partners, LLC, and a portfolio manager to GRT Technology L.P. hedge fund and the GRT Tech Market Neutral fund. Prior to joining GRT Capital Partners in 2006, Mr. Abouchar was a Senior Analyst for six years at Pacific Edge Investment Management, a hedge fund specializing in various electronics and technology industries based in Palo Alto, California. From 2007 to 2009, Mr. Abouchar was also an independent director and chairman of the audit committee of InFocus Corporation, formerly a NASDAQ listed company and a manufacturer and distributer of digital projectors and LCD flat panel displays, based in Portland, Oregon. Mr. Abouchar earned a B.S. degree in Economics from Wharton School, University of Pennsylvania.
| Item 9.01: | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 | Press release dated June 17, 2013 announcing the appointments of Messrs. Steve Metayer and J.D. Abouchar to the Board of Directors of SED International Holdings, Inc. |
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.
| SED International Holdings, Inc. | ||
| Dated: June 17, 2013 | By: | /s/ Robert O’Malley |
| Robert O’Malley, Chief Executive Officer | ||
SED INTERNATIONAL ADDS NEW BOARD MEMBERS AND COMMENTS ON PARAGON TECHNOLOGIES, INC.
LAWRENCEVILLE, GA. June 17, 2013 -- SED International Holdings, Inc. (NYSE MKT: SED), today announced that Messrs. J.D. Abouchar and Steve Metayer were appointed to the company’s Board of Directors, on June 12, 2013, increasing the Board’s size to seven (7) members.
“We are very pleased to have J.D. and Steve join our board”, said Samuel A. Kidston, SED’s Executive Chairman. “Both bring strong business expertise and energy to our board of directors and we all look forward to working with them. The process of adding new directors was undertaken in an effort to continuously improve the performance of SED, its board and management team.”
“As part of the process of identifying and adding new directors, the Nominating Committee of the board interviewed several potential director candidates, including two candidates proposed by Paragon Technologies (OTC: PGNT). Unfortunately, less than twenty-four hours after these interviews took place, Paragon informed our board that these two candidates were withdrawing their names from consideration to be seated on the SED Board. We remain open to working with Paragon and its representatives in an open and constructive manner and remain open to providing representation on the board in exchange for a reasonable stand-still agreement.”
J.D. Abouchar for the last seven years has been an independent consultant to GRT Capital Partners, LLC and most recently was the portfolio manager for the GRT Technology strategy. Mr. Abouchar has been involved with investment management and research since 1996 and was a member of the Chicago Board of Options Exchange from 1985 to 1990. From 2007 to 2009, Mr. Abouchar was also an Independent Director and Chairman of the Audit Committee of InFocus Corporation, formerly a NASDAQ listed company and a manufacturer and distributor of digital projectors and LCD flat panel displays, based in Portland, Oregon. Mr. Abouchar earned a B.S. degree in Economics from Wharton School, University of Pennsylvania.
Steve Metayer is the General Manager, Actuation and Components Value Stream for GE Aviation with operational responsibility for nine global manufacturing sites. Mr. Metayer has 25 years of business leadership experience with significant leadership roles with GE Aviation, GE Transportation and Boston Gas Company. Mr. Metayer earned a B.S, degree in Mechanical Engineering from the University of Rhode Island and an MBA from Boston University. He is a certified Six Sigma Black belt and is certified in Lean Kaizan manufacturing.
Subsequent to the appointments, the Board of Directors of SED consists of seven (7) members including, Mr. Samuel Kidston, Executive Chairman, Mr. Robert O’Malley, CEO, Mr. J.K. Hage III, Director, Mr. Arthur Goldberg, Director, Mr. Stephen Greenspan, Director, Mr. J.D. Abouchar, Director, and Mr. Steve Metayer, Director.
About SED International Holdings, Inc.
Founded in 1980, SED International Holdings, Inc. is a multinational, preferred distributor of leading computer technology, consumer electronics, small appliances, housewares, and personal care products. The company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the US and Latin America. To learn more, please visit www.SEDonline.com; or follow us on Twitter @SEDIntl.
Investor Relations Contact
Christopher R. Joe
Interim Chief Financial Officer
SED International Holdings, Inc.
770-243-1200
cjoe@sedintl.com