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): March 10, 2017
ALPHA PRO TECH, LTD.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
01-15725 |
63-1009183 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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60 Centurian Drive, Suite 112 Markham, Ontario |
L3R 9R2 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code: 905-479-0654
N/A
(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:
⃞ 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) |
Resignation of David B. Anderson from the Board of Directors |
On March 10, 2017, David B. Anderson notified Alpha Pro Tech, Ltd. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”), effective as of March 31, 2017. Mr. Anderson’s decision is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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(d) |
Election of James W.A. Buchan to the Board of Directors |
On March 10, 2017, in connection with the resignation of David B. Anderson, the remaining members of the Board, in accordance with the Company’s Bylaws, and upon the recommendation of the Board’s Nominating/Governance Committee, voted unanimously to elect James W.A. Buchan to fill the vacancy created by Mr. Anderson’s resignation, effective as of Mr. Anderson’s resignation on March 31, 2017.
Since August 2016, Mr. Buchan has served as a Senior Manager for Bell Canada, a subsidiary of BCE Inc., one of the largest telecom and media companies in Canada (“Bell”), where he provides leadership and technical expertise to critical facility operations. From September 2013 until August 2016, Mr. Buchan served as Operations Manager for Bell. Prior to working with Bell, Mr. Buchan worked as a manager for Urbacon, a contractor for Bell, from September 2012 until September 2013, and as a facility manager for Brookfield Global Integrated Solutions from September 2009 until September 2012.
There are no arrangements or understandings between Mr. Buchan and any other person pursuant to which he was elected to the Board. Additionally, there are no related person transactions involving Mr. Buchan and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The Board has affirmatively determined that Mr. Buchan is independent under NYSE MKT listing standards and is otherwise qualified to serve on the Board. Mr. Buchan will receive the compensation described in the section titled “Director Compensation” included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2016, including participation in the Alpha Pro Tech, Ltd. 2004 Stock Option Plan (the “Option Plan”). Upon the commencement of his service as a director, pursuant to the Option Plan, Mr. Buchan will receive a grant of non-qualified stock options to purchase up to a maximum of 25,000 shares of the Company’s common stock.
Item 8.01 Other Events.
On March 16, 2017, the Company issued a press release announcing Mr. Buchan’s election to the Board, to be effective upon Mr. Anderson’s resignation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit No. |
Exhibit |
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99.1 |
Press Release dated March 16, 2017 |
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.
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ALPHA PRO TECH, LTD. |
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Date: March 16, 2017 |
By: |
/s/ Colleen McDonald |
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Colleen McDonald |
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Chief Financial Officer |
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Exhibit 99.1
Alpha Pro Tech
L T D.
JAMES W.A. BUCHAN TO JOIN THE BOARD OF DIRECTORS
FOR IMMEDIATE RELEASE
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Company Contact: |
Investor Relations Contact: |
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Alpha Pro Tech, Ltd. |
Hayden IR |
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Al Millar/Donna Millar |
Cameron Donahue |
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905-479-0654 |
651-653-1854 |
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e-mail: ir@alphaprotech.com |
e-mail: cameron@haydenir.com |
Nogales, Arizona – March 16, 2017 – Alpha Pro Tech, Ltd. (NYSE MKT: APT), a leading manufacturer of products designed to protect people, products and environments, including disposable protective apparel and building products, today announced the appointment of James W.A. Buchan to the Company’s Board of Directors, effective as of March 31, 2017.
Al Millar, Chairman of the Board of Directors, commented, “James has years of broad management and project experience, which will add a valuable perspective to our Board. We look forward to benefitting from his fresh perspective and ideas for our business lines.”
Mr. Buchan currently serves as a Senior Manager for Bell Canada, one of the largest telecom and media companies in Canada, where he provides leadership and technical expertise to critical facility operations. He has extensive experience in financial management, strategic planning, human resources and labor relationship management, and has a strong communications background.
Mr. Buchan will replace David B. Anderson, who has announced that he will be stepping down from the Board of Directors, effective as of March 31, 2017. Commenting on Mr. Anderson’s departure from the Board, Mr. Millar stated, “We would like to thank Mr. Anderson for his service and for his numerous and invaluable contributions to the Company since joining the Board of Directors in 2004.”
With the appointment of Mr. Buchan to replace Mr. Anderson, the Company’s Board of Directors remains comprised of seven directors, four of whom are deemed to be “independent” directors under the rules of the Securities and Exchange Commission and the NYSE MKT.
About Alpha Pro Tech, Ltd.
Alpha Pro Tech, Ltd. is the parent company of Alpha Pro Tech, Inc. and Alpha ProTech Engineered Products, Inc. Alpha Pro Tech, Inc. develops, manufactures and markets innovative disposable and limited-use protective apparel products for the industrial, clean room, medical and dental markets. Alpha ProTech Engineered Products, Inc. manufactures and markets a line of construction weatherization products, including building wrap and roof underlayment. The Company has manufacturing facilities in Salt Lake City, Utah; Nogales, Arizona; Valdosta, Georgia; and a joint venture in India. For more information and copies of news releases and financials, visit Alpha Pro Tech’s website at http://www.alphaprotech.com.
Certain statements made in this press release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potentially,” “may,” “continue,” “should,” “will” and words of similar meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to estimated and projected earnings, margins, costs, expenditures, cash flows, sources of capital, growth rates, customer demand and future financial and operating results are forward-looking statements. We caution investors that any such forward-looking statements are only estimates based on current information and involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. We cannot give assurances that any such statements will prove to be correct. Factors that could cause actual results to differ materially from those estimated by us include the risks, uncertainties and assumptions described from time to time in our public releases and reports filed with the Securities and Exchange Commission, including, but not limited to, our most recent Annual Report on Form 10-K. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this press release. Given these uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.