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): December 27, 2017
ALPHA PRO TECH, LTD.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
01-15725 |
63-1009183 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
60 Centurian Drive, Suite 112 Markham, Ontario |
L3R 9R2 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
(905) 479-0654
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Lloyd Hoffman as President
On December 27, 2017, the Board of Directors (the “Board”) of Alpha Pro Tech, Ltd. (the “Company”) approved the appointment of Lloyd Hoffman as President of the Company, effective immediately. Mr. Hoffman will continue to serve as Chief Executive Officer of the Company and as a member of the Board.
Mr. Hoffman, age 57, has served the Company in various capacities since 1991. Mr. Hoffman was named Chief Executive Officer and was appointed as a director of the Company on January 4, 2016. He served as Chief Financial Officer of the Company from 2002 until becoming Chief Executive Officer.
Mr. Hoffman’s employment with the Company will continue to be governed by his existing employment agreement, as amended, as described in the Company’s Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2016 and October 26, 2017. Additional information on the Company’s executive compensation program can be found in the proxy statement for the Company’s 2017 Annual Meeting of Shareholders, which was filed with the SEC on April 28, 2017.
There are no arrangements or understandings between Mr. Hoffman and any other person pursuant to which he was appointed as President of the Company. There are no family relationships between Mr. Hoffman and any of the Company’s directors or officers. Mr. Hoffman is not a party to any transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Donna Millar to the Board
Additionally, on December 27, 2017, upon the recommendation of the Board’s Nominating/Governance Committee, the Board approved the appointment of Donna Millar as a director of the Company, effective immediately.
There are no arrangements or understandings between Ms. Millar and any other person pursuant to which she was appointed to the Board. Ms. Millar may have a material interest in certain benefits and other payments to be made pursuant to the employment agreement between the Company and Al Millar, Ms. Millar’s recently deceased husband and the former President and Chairman of the Company; however, the amount of such interest is unknown at this time. Ms. Millar will continue to serve in her current role as the primary point of contact for investor relations for the Company, with a current salary of approximately Can$160,000, and will continue to be eligible to participate in the Alpha Pro Tech, Ltd. 2004 Stock Option Plan and the Company’s other benefit plans, practices and programs, as in effect from time to time, in accordance with their terms. Ms. Millar will not receive any additional compensation for her service as a director and will not serve on any committees of the Board at this time.
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Item 8.01 |
Other Events. |
On December 29, 2017, the Company issued a press release announcing the appointments of Mr. Hoffman and Ms. Millar, as described above. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated December 29, 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: January 3, 2018 | By: | /s/ Colleen McDonald | |
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Colleen McDonald Chief Financial Officer |
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Exhibit 99.1
Alpha Pro Tech
L T D.
ALPHA PRO TECH, LTD. NAMES LLOYD HOFFMAN AS PRESIDENT; APPOINTS DONNA MILLAR TO BOARD OF DIRECTORS
| FOR IMMEDIATE RELEASE | |
| Company Contact: | Investor Relations Contact: |
| Alpha Pro Tech, Ltd. | Hayden IR |
| Donna Millar | Cameron Donahue |
| 905-479-0654 | 651-653-1854 |
| e-mail: ir@alphaprotech.com | e-mail: cameron@haydenir.com |
Nogales, Arizona – December 29, 2017 – Alpha Pro Tech, Ltd. (NYSE American: APT), a leading manufacturer of products designed to protect people, products and environments, including disposable protective apparel and building products, today announced that the Board of Directors has appointed Lloyd Hoffman as President of the company, and has appointed Donna Millar as a member of the Board of Directors of the company, both succeeding Alexander W. Millar, former President and Chairman of the company who passed away on December 16, 2017. The appointments are effective immediately. Mr. Hoffman will continue in his current role as the company’s Chief Executive Officer.
“I am honored by the opportunity to build upon Al’s legacy,” commented Mr. Hoffman. “We are all committed to ensuring a smooth transition and to honoring Al’s memory through a continued commitment to our business. I am profoundly grateful for Al’s leadership and look forward to continuing to work to build upon the company’s success and carry out our vision for the future of the company.”
Mr. Hoffman added, “We welcome Donna to the Board of Directors. Her in-depth and first-hand knowledge of the business gained over the past 28 years, combined with her working relationships with investors, will be a valuable addition to the Board.”
Mr. Hoffman has served as the Chief Executive Officer of Alpha Pro Tech and a member of the Board of Directors of the company since January 2016. He joined the company in 1991 as an accountant, was named Senior Vice President of Finance and Administration in 1999 and held the position of Chief Financial Officer from 2002 through 2015. From 1987 to 1991, Mr. Hoffman was a partner at Software Concepts, Inc., a software development company, and was in charge of finance and administration. Mr. Hoffman has worked closely alongside Mr. Millar since joining the company in 1991 and has been an integral part of the company’s success to date. He is well-known and highly respected by the company’s customers, employees and investors, and his extensive experience and intimate knowledge of the company and its industries make him uniquely qualified to assume the responsibilities of President.
Ms. Millar possesses a vast and intimate knowledge of the company gained through serving in numerous roles and assuming increasing levels of responsibility since joining the company in 1989. Ms. Millar served as the Director of International Sales for the company early in her career, prior to assignments in accounting and customer service. She will continue to serve in her current role as the primary point of contact for investor relations.
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, cleanroom, 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 all 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 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.
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