-----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, JiHhc0Wbl2aDn0baLm7pC93Hs1oBkIPPeWNZ4x7ID+xhP4ynQzuYW/38DlO1plMn dOYq4VIN2xK0As9SXLFL+w== 0001341004-07-002194.txt : 20070727 0001341004-07-002194.hdr.sgml : 20070727 20070727135058 ACCESSION NUMBER: 0001341004-07-002194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070726 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] IRS NUMBER: 030153200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29464 FILM NUMBER: 071005960 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 MAIL ADDRESS: STREET 1: 369 NO STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 8-K 1 rock8k.htm


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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

July 26, 2007 (July 23, 2007)

 

 

 

 

ROCK OF AGES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

0-29464

03-0153200

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

 

 

 

772 Graniteville Road, Graniteville Vermont

05654  

(Address of principal executive offices)

(Zip Code)

 

 

 

(802) 476-3121

 

(Registrant's telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

 

 

 

 

 

 

ROCK OF AGES CORPORATION

 

FORM 8-K

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

 

 

Resignation of Nancy Rowden Brock and Appointment of Laura Plude

 

On July 25, 2007, the Company entered into a resignation agreement with Nancy Rowden Brock, the Senior Vice President and Chief Financial Officer of the Company. Pursuant to the resignation agreement, Ms. Brock will resign from employment with the Company, effective on August 14, 2007 upon the completion of the filing of the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2007 (the “Report”). Laura Plude was appointed Vice President of Finance on July 23, 2007 and will assume the position of Chief Financial Officer on the effective date of Ms. Brock’s resignation. Ms. Plude was Director of Finance of the Company from August 2004 to July 2007. She was a staff accountant at the Company from August 1999 to August 2004. Prior to joining the Company, Ms. Plude was a self-employed certified public accountant from July 1986 to July 1999, and had worked for two Vermont based public accounting firms since her graduation from the University of Vermont in 1979.

 

In connection with her appointment as Vice President/Finance, the Company has agreed to pay Ms. Plude an annual base salary of $100,000. Ms. Plude will be entitled to receive such other benefits and perquisites as are provided to other executive officers of the Company, which benefits may include, without limitation, the use of a company automobile.

 

There are no family relationships between Ms. Plude and any director or executive officer of the Company.

 

 

 

Resignation Agreement with Nancy Rowden Brock

 

Pursuant to the resignation agreement with Ms. Brock, the Company has agreed to make severance payments to Ms. Brock equal to three (3) months annual base salary, payable on the 15th day of each month, with the last such payment being made on November 15, 2007. The Company has also agreed to continue health care coverage for Ms. Brock until December 31, 2007, and will transfer to Ms. Brock her Company vehicle at no cost. The agreement provides that Ms. Brock will participate in the preparation and timely filing of the Report, and will assist in an orderly transition of duties to Ms. Plude. The agreement also contains standard release provisions.

 

Press Release

 

On July 26, 2007, the Company issued a press release announcing Ms. Brock’s resignation and Ms. Plude’s appointment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

 

 

Exhibit Number

Description

 

 

 

 

10.1

Press Release Dated July 26, 2007

 

 

 

 

 

 

 

 

 

 

 

 

ROCK OF AGES CORPORATION

 

FORM 8-K

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ROCK OF AGES CORPORATION

 

 

 

By:

/s/ Michael B. Tule

Dated: July 26, 2007

 

Michael B. Tule

 

 

Senior Vice President/General Counsel

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

 

Number

Description

 

 

10.1

Press Release dated July 26, 2007

 

 

 

 

 

 

 

 

EX-99 2 exhibit10-1.htm EXHIBIT 10.1 - PRESS RELEASE


Exhibit 10.1


 

Rock of Ages

 

 

FOR IMMEDIATE RELEASE

 

Investor Contact:

Neil G Berkman

Berkman Associates

(310) 826-5051

info@BerkmanAssociates.com

 

Company Contact:

Kurt Swenson

Chairman & CEO

(603) 225-8397

www.RockofAges.com

 

 

 

 

 

Rock of Ages Announces CFO Transition

 

CONCORD, NEW HAMPSHIRE, July 26, 2007 . . . ROCK OF AGES CORPORATION (NASDAQ/NMS:ROAC) announced today that CFO Nancy Rowden Brock will leave the Company effective upon the filing of the Company's Form 10Q for the second quarter of 2007, which is expected on August 14, 2007. Ms. Brock plans to expand her role as a member of the Advisory Board of Worth Mountain Capital Partners, which is exploring certain strategic opportunities in Northern New England.

Laura Plude, Director of Finance of the Company, has been elected Vice President of Finance and will assume the position of CFO after the Form 10Q is filed. Mrs. Plude became a certified public accountant in 1981 after graduating from the University of Vermont and worked as a certified public accountant in two Vermont CPA firms until August 1999, when she joined Rock of Ages as a staff accountant in the retail division. She was elected Director of Finance of the Company in August of 2004 and has been responsible for all financial systems and financial reporting of the Company since that date.

"Nancy Brock has done a wonderful job as our CFO since joining us in 2005 when we were moving forward with our retail growth plan," said Kurt Swenson, the Company's Chairman, President and Chief Executive Officer. "Much has changed at Rock of Ages since then. Nancy not only weathered some difficult times with us, but she was also instrumental in successfully implementing the many changes required when we decided to change course and consolidate our retail operations. We thank her for her efforts and wish her well in the future."

Swenson continued, "We are pleased to have Laura Plude move up to the CFO position where we know she will continue to do the same outstanding job for us she has done since joining the Company."

 

About Rock of Ages

Rock of Ages (www.RockofAges.com) is the largest integrated granite quarrier, manufacturer and retailer of finished granite memorials and granite blocks for memorial use in North America.

 

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about our business or expected events based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual events, results or outcomes may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: our ability to renew or refinance our credit facility, which expires on October 27, 2007; our ability to maintain compliance with our covenants in our credit facility; our ability to successfully execute staff productivity improvements and sales and marketing programs; our ability to form and maintain relationships with funeral directors and other death care professionals; our ability to maintain and expand our relationships with independent retailers; changes in demand for our products; the timing of customer orders and deliveries; the impact of competitive products and pricing; the success of our branding programs; the excess or shortage of production capacity; weather conditions; and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports including, but not limited to, the risks discussed in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2007. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

 

* * * * *

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