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 3, 2022
Servotronics, Inc.
(Exact name of registrant as specified in its charter.)
Commission File Number: 001-07109
| Delaware | 16-0837866 |
| (State or other jurisdiction | (IRS Employer |
| of incorporation) | Identification No.) |
1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices, including zip code)
(716) 655-5990
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock | SVT | NYSE American |
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 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 7.01 | Regulation FD Disclosure. |
On March 3, 2022, Servotronics, Inc. (the “Company”) issued a press release regarding director nominations received from Star Equity Fund, LP, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
IMPORTANT INFORMATION
The Company will file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its annual meeting of shareholders. The Company will furnish the definitive proxy statement to its shareholders. Shareholders are strongly advised to read the proxy statement because it will contain important information from the Company. Shareholders may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from www.sec.gov or the Company’s website at https://servotronics.com/investor-relations/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
The Company, its directors, its executive officers and its nominees for election as director may be deemed participants in the Company’s solicitation of proxies from shareholders in connection with the matters to be considered at the upcoming annual meeting of shareholders. Information about the Company’s directors and executive officers is set forth in the Company’s Proxy Statement for its last Annual Meeting of Shareholders, which was filed with the SEC on April 14, 2021 and is available at the SEC’s website at www.sec.gov or the Company’s website at https://servotronics.com/investor-relations/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the upcoming annual meeting of shareholders will be included in the definitive proxy statement that the Company will file with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release issued by the Company on March 3, 2022. | |
| Exhibit 99.2 | Employee Communication dated March 3 2022. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
Signature(s)
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.
Date: March 3, 2022
| Servotronics, Inc. | ||
| By: | /s/Lisa F. Bencel, Chief Financial Officer | |
| Lisa F. Bencel | ||
| Chief Financial Officer | ||
Exhibit 99.1
SERVOTRONICS RECEIVES NOMINATIONS FOR ITS BOARD OF DIRECTORS
-- Company shareholders are not required to take any action at this time --
ELMA, N.Y., March 3, 2022 /PRNewswire/ -- Servotronics, Inc. (NYSE American - SVT) this week received a communication purporting to give notice of shareholder nomination of individuals for election as directors at the Company's 2022 annual meeting.
Servotronics and its Board of Directors welcomes constructive input from shareholders and will be reviewing the communication from Star Equity Fund, LP, which is believed to be an affiliate of Star Equity Holdings, Inc., Star Equity Fund, Star Equity Fund GP, LLC, Star Value, LLC, Star Investment Management, LLC.
Servotronics' shareholders are not required to take any action at this time and the Company recommends that the shareholders make voting decisions after they receive definitive proxy materials from the Company, which will include the date and time for the 2022 annual meeting.
IMPORTANT INFORMATION
Servotronics, Inc. ("Servotronics" or the "Company") will file a proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for its annual meeting of shareholders. The Company will furnish the definitive proxy statement to its shareholders. Shareholders are strongly advised to read the proxy statement because it will contain important information from the Company. Shareholders may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from www.sec.gov or the Company's website at https://servotronics.com/investor-relations/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
The Company, its directors, its executive officers and its nominees for election as director may be deemed participants in the Company's solicitation of proxies from shareholders in connection with the matters to be considered at the upcoming annual meeting of shareholders. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement for its last Annual Meeting of Shareholders, which was filed with the SEC on April 14, 2021 and is available at the SEC's website at www.sec.gov or the Company's website at https://servotronics.com/investor-relations/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the upcoming annual meeting of shareholders will be included in the definitive proxy statement that the Company will file with the SEC.
ABOUT SERVOTRONICS
The Company is composed of two groups – the ATG and the CPG. The ATG primarily designs, develops and manufactures servo controls and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, pocket knives, machetes and combat knives, survival, sporting, agricultural knives and other edged products for both commercial and government applications.
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding a potential proxy contest. Forward-looking statements involve numerous risks and uncertainties which may cause the actual results of the Company to be materially different from future results expressed or implied by such forward-looking statements. There are a number of factors that will influence the Company's future operations, including: uncertainties in today's global economy, including political risks, adverse changes in legal and regulatory environments, and difficulty in predicting defense appropriations, the introduction of new technologies and the impact of competitive products, the vitality of the commercial aviation industry and its ability to purchase new aircraft, the willingness and ability of the Company's customers to fund long-term purchase programs, and market demand and acceptance both for the Company's products and its customers' products which incorporate Company-made components, the Company's ability to accurately align capacity with demand, the availability of financing and changes in interest rates, the outcome of pending and potential litigation and the additional risks discussed in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.
SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE AMERICAN
Exhibit 99.2
Subject: Nominations to the Company’s Board of Directors
Dear Servotronics and OKC team members:
As a publicly traded company, Servotronics, its leadership team and its Board of Directors take seriously our responsibility to all our shareholders.
This includes employees who are themselves shareholders through the Servotronics, Inc. Employee Stock Ownership Plan, other retirement and investment programs or direct ownership of the stock. Many of us who are employee-shareholders have owned the stock over periods of many years, investing in opportunities for shared success alongside colleagues and retirees, as well as our families, friends and Western New York neighbors.
Recently, the Company received a communication from Star Equity Fund, LP, a Connecticut investment manager that reportedly began buying Servotronics’ stock in August. In it, the fund nominated nine individuals, including employees and other associates of the fund, to stand for election to Servotronics’ Board at the Company’s next annual meeting.
The Company and the current Board welcome constructive input from shareholders and will be reviewing this communication as part of preparations for the 2022 annual meeting.
In the meantime, employee-shareholders should understand that investors are not required to take any action at this time. The Company recommends that shareholders make voting decisions after they receive definitive proxy materials from Servotronics, which will include the date and time of our next annual meeting and other important information.
It's also essential for all employees to remain focused on what they do best for our customers. People have long been an important difference maker in Servotronics’ highly competitive markets, and the Company’s skilled workforce will be critical to our continued success in an improving economic environment.
If you have questions on the information we’re sharing with you today, please don’t hesitate to reach out to me or others on the leadership team. Also, any inquiry from outside the Company about the Board, the director election process, or the annual meeting should be referred promptly to me.
Thank you for your hard work and commitment to each other and the customers we all serve together.
Sincerely,
Jim
IMPORTANT INFORMATION
Servotronics, Inc. (“Servotronics” or the “Company”) will file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its annual meeting of shareholders. The Company will furnish the definitive proxy statement to its shareholders. Shareholders are strongly advised to read the proxy statement because it will contain important information from the Company. Shareholders may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from www.sec.gov or the Company’s website at https://servotronics.com/investor-relations/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
The Company, its directors, its executive officers and its nominees for election as director may be deemed participants in the Company’s solicitation of proxies from shareholders in connection with the matters to be considered at the upcoming annual meeting of shareholders. Information about the Company’s directors and executive officers is set forth in the Company’s Proxy Statement for its last Annual Meeting of Shareholders, which was filed with the SEC on April 14, 2021 and is available at the SEC’s website at www.sec.gov or the Company’s website at https://servotronics.com/investor-relations/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the upcoming annual meeting of shareholders will be included in the definitive proxy statement that the Company will file with the SEC.