-----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, GfcoIqYdqU6AztFlisf1CRzpStLXKGGPr0VGqY6qvmK9d/Y7jr/F4g1lUPEp0bTi wpn25k/nsB4FVKBE6K6mzQ== 0000090045-05-000036.txt : 20050921 0000090045-05-000036.hdr.sgml : 20050921 20050921122516 ACCESSION NUMBER: 0000090045-05-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15729 FILM NUMBER: 051095199 BUSINESS ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040 -929 BUSINESS PHONE: 6102523205 MAIL ADDRESS: STREET 1: 600 KUEBLER RD CITY: EASTON STATE: PA ZIP: 18040-9295 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k.txt FORM 8-K - JOEL HOFFNER APPOINTED DIRECTOR 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): September 20, 2005 -------------------------------------- PARAGON TECHNOLOGIES, INC. (Exact Name of Issuer as Specified in Charter) -------------------------------------- DELAWARE 1-15729 22-1643428 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification Number) 600 KUEBLER ROAD, EASTON, PENNSYLVANIA 18040 (Address of Principal Executive Offices) (610) 252-3205 (Registrant's Telephone Number, Including Area Code) (Former name or former address, if changed since last report) -------------------------------------- Check the appropriate box below if the Form 8-K 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 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act This Current Report on Form 8-K is filed by Paragon Technologies, Inc., a Delaware corporation ("Paragon" or the "Company"), in connection with the matters described herein. Item 1.01 Entry Into a Material Definitive Agreement On September 1, 2005, the Company and The QTX Group entered into a consulting agreement (the "Agreement") pursuant to which The QTX Group will allow Mr. Joel L. Hoffner to provide consulting services to the Company. Pursuant to the terms of the agreement, Mr. Hoffner will provide consulting services related to the corporate development of the Company. He will receive $90,000 per year as compensation for his services and is entitled to reimbursement for all reasonable and necessary out-of-pocket expenses directly incurred by him during the course of his engagement with the Company. The term of the Agreement will extend from September 1, 2005 until August 31, 2007, and, thereafter shall be automatically renewed for successive one month terms unless terminated by either party upon five days written notice. As more fully described below, on September 20, 2005, the Board of Directors of the Company, upon the recommendation of the Board's Nominating Committee, unanimously voted to elect Mr. Hoffner as a Director of the Company to fill the vacancy created by the resignation of Mr. Steven Shulman on August 8, 2005. Mr. Hoffner, age 61, previously served as Vice President of Product Management (June 1992 - June 1995), Vice President of Engineering (May 1987 - January 1988), and Director of Engineering (July 1985 - May 1987) at SI Handling Systems, Inc., a Paragon predecessor Company. He has also served as CEO and founder of SI/BAKER, INC., a joint venture between the Company and Automated Prescription Services, Inc. that provided order fulfillment systems to the mail order pharmacy market. Mr. Hoffner has been a consultant to SI Handling Systems, Inc. and Paragon for various marketing and business evaluation assignments during the last ten years. A copy of the Agreement governing the terms of Mr. Hoffner's relationship with the Company is attached hereto as Exhibit 10.1 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On September 20, 2005, the Board of Directors (the "Board") of the Company, upon the recommendation of the Board's Nominating Committee, unanimously voted to elect Mr. Joel L. Hoffner as a Director of the Company to fill the vacancy created by the resignation of Mr. Steven Shulman on August 8, 2005. Mr. Hoffner will serve as a director of the Company until the 2006 Annual Meeting of Stockholders of the Company, or until his successor has been elected and qualified. The Company has not yet determined the committees of the Board on which Mr. Hoffner will serve. Mr. Hoffner is not related to any (i) director or executive officer of the Company, (ii) persons nominated or chosen by the Company to become directors or executive officers, (iii) beneficial owner of more than 5% of the Company's securities, or (iv) to any immediate family members of any such persons. As described above, on September 1, 2005, the Company and The QTX Group entered in a consulting agreement pursuant to which The QTX Group will allow Mr. Hoffner to provide consulting services to the Company. As a result of Mr. Hoffner's role as a consultant to the Company, he will not be deemed an independent member of the Company's Board of Directors. During the last ten years, Mr. Hoffner was President of E&E Corporation and is currently the Managing Director of The QTX Group. Both companies provide consultative due diligence and enterprise evaluation services to investment banking institutions worldwide, to process and manufacturing industries, and to warehousing and distribution operations. Mr. Hoffner is a cum laude graduate of Lehigh University with a B.S. in Electrical Engineering and a native resident of Bethlehem, Pennsylvania. A copy of the press release announcing the election of Mr. Hoffner as a Director of the Company is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits The following exhibits are filed with this Form 8-K: (c) Exhibit No. Description ---------- ----------- 10.1 Consulting Agreement dated September 1, 2005 by and between Paragon Technologies, Inc. and The QTX Group. 99.1 Press Release of Paragon Technologies, Inc. dated September 21, 2005. 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. PARAGON TECHNOLOGIES, INC. Date: September 21, 2005 By: /s/ Leonard S. Yurkovic -------------------------- Leonard S. Yurkovic President and CEO Index of Exhibits ----------------- (c) Exhibit No. Description 10.1* Consulting Agreement dated September 1, 2005 by and between Paragon Technologies, Inc. and The QTX Group. 99.1* Press Release of Paragon Technologies, Inc. dated September 21, 2005. - -------------- * Filed herewith EX-10 2 ex10-1.txt EXHIBIT 10.1 - CONSULTING AGREEMENT - HOFFNER EXHIBIT 10.1 ------------ PARAGON TECHNOLOGIES, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is dated as of September 1, 2005, by and between PARAGON TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THE QTX GROUP, a Pennsylvania sole proprietorship ("QTX"). W I T N E S S E T H WHEREAS, Mr. Joel L. Hoffner (the "Consultant") is Managing Director of QTX; and WHEREAS, the Consultant served as Vice President of Product Management, Vice President of Engineering and Director of Engineering of SI Handling Systems, Inc., a predecessor of the Company; and WHEREAS, the Company desires that the Consultant provide consulting services to the Company and provide periodic advice to the Company; and WHEREAS, the parties hereto desire to enter into this Agreement whereby QTX will allow the Consultant to act from time to time as an independent contractor for the Company in providing to the Company consulting services relating to the Company's corporate development (the "Business") pursuant to the terms hereof; and NOW THEREFORE, in consideration of the mutual promises herein contained, the parties, intending to be legally bound, agree as follows: 1. Term. The Company hereby retains the Consultant and the ---- Consultant hereby accepts such retention by the Company commencing on September 1, 2005 until August 31, 2007 (the "Term"). Thereafter, this Agreement shall be automatically renewed for successive one month terms (each, a "Renewal Term"). This Agreement may be terminated during (i) the Term upon mutual written agreement of the parties or (ii) any Renewal Term upon five (5) days written notice by either party. 2. Services Rendered. Consultant shall perform strategic ----------------- consulting for the Company (the "Consulting Services"). During the Term, the Consultant shall provide at least one hundred fifty-six (156) days of consulting services per year. During each Renewal Term, the Consultant shall provide consulting services at the request and as directed by the Board of Directors of the Company. 3. Compensation. The Company shall pay the Consultant, and the ------------ Consultant hereby agrees to accept, as compensation for all services to be rendered to the Company, the compensation set forth in this Section 3. a. Term. During the Term, the Company shall pay the ---- Consultant a consulting fee in the amount of Ninety Thousand Dollars ($90,000) per year, payable in equal monthly installments of Seven Thousand Five Hundred Dollars ($7,500) on the first day of each calendar month during the Term (the "Consulting Fee"). b. Renewal Term. During each Renewal Term, the Company ------------ shall pay the Consultant a consulting fee of Seven Thousand Five Hundred Dollars ($7,500) payable on the first day of each Renewal Term (the "Renewal Term Fee"); provided that, if a Renewal Term is terminated in accordance with the terms of Section 1 of this Agreement, the Renewal Term Fee shall be prorated consistent with the number of days the Consultant provided consulting services to the Company during such Renewal Term. c. No Entitlement to Employee Benefits. Consultant ----------------------------------- acknowledges that he will not be eligible to participate in any retirement, welfare, bonus, incentive or other benefit plan, including, without limitation, health insurance and other health care benefits, sick leave, vacation or holiday leave, maintained by the Company during the Term or otherwise by virtue of his retention by the Company and agrees that he will not make any claim for such benefits. d. Expenses. The Company will reimburse Consultant for all -------- reasonable and necessary out-of-pocket expenses directly incurred by Consultant in the course of his engagement by the Company. Subject to then current Company policies, expenses will be reimbursed at actual cost. Payment for such expenses will be due within thirty (30) days of the submission by Consultant of a receipt setting forth in reasonable detail the expenses to be reimbursed. 4. Relationship of the Parties. The Consultant's engagement --------------------------- by the Company under this Agreement is strictly for the purposes and to the extent set forth in this Agreement. The Consultant's relationship to the Company is solely that of an independent contractor. The Consultant shall not be considered an employee or agent of the Company under this Agreement or otherwise. The Consultant acknowledges that as an independent contractor, the Consultant will not be provided any benefits which the Company provides to its employees, including but not limited to health insurance or other health care benefits, sick leave, vacation or holiday leave. Without limiting the foregoing, the Consultant shall be responsible for the timely payment of his own self-employment and income taxes and the Company shall not deduct or withhold from any amount payable to the Consultant under this Agreement any tax or employee benefit payments. 5. Confidentiality. --------------- a. Definition. "Confidential Information" means any ---------- Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, developments, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. b. Non-Use and Non-Disclosure. Consultant will not, during -------------------------- or subsequent to the Term or any Renewal Term of this Agreement, use the Company's -2- Confidential Information for any purpose whatsoever other than the performance of the Consulting Services on behalf of the Company or disclose the Company's Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which has become publicly known and made generally available through no wrongful act of Consultant. c. Third Party Confidential Information. Consultant ------------------------------------ recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Consulting Services for the Company consistent with the Company's agreement with such third party. d. Return of Materials. Upon the termination of this ------------------- Agreement, or upon Company's earlier request, Consultant will deliver to the Company all of the Company's property or Confidential Information that Consultant may have in Consultant's possession or control. 6. Successors and Assigns. This Agreement shall inure to the ---------------------- benefit of and be binding upon the Company and QTX and their respective successors, executors, administrators, heirs and/or assigns; provided that the Consultant shall not make any assignment of this Agreement or any interest herein, by operation of law or otherwise. 7. Notice. Any notice hereunder by either party shall be given ------ by personal delivery or by sending such notice by certified mail, return-receipt requested, or any national overnight delivery service, addressed to the other party at its address set forth below or at such other address designated by notice in the manner provided in this Section 7. Such notice shall be deemed to have been received upon the date of actual delivery if personally delivered or, in the case of mailing, two (2) days after deposit with the U.S. mail, or, in the case of overnight delivery service, when deposited with the overnight delivery service. (i) if to the Company, to: Leonard S. Yurkovic Paragon Technologies, Inc. 600 Kuebler Road Easton, Pennsylvania 18040 (ii) if to QTX, to: Joel L. Hoffner -3- 1806 Easthill Drive Bethlehem, Pennsylvania 18017 8. Entire Agreement; Amendments. This Agreement contains ---------------------------- the entire agreement and understanding of the parties hereto relating to the consulting arrangement hereunder, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto any consulting, employment, severance, deferred compensation, retirement or similar type of agreement; and the Consultant expressly agrees that all such prior agreements are hereby terminated and the Company is released of all obligations with respect thereto. This Agreement may not be changed or modified, except by an express agreement in writing signed by each of the parties hereto. 9. Waiver. The waiver of the breach of any term or provision of ------ this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement. 10. Governing Law. This Agreement shall be construed and enforced ------------- in accordance with the laws of the Commonwealth of Pennsylvania without regard to the principles of conflicts of laws of any jurisdiction. 11. Invalidity. If any provision of this Agreement shall be ---------- determined to be void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby. If any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such amendment to apply only to the operation of such provision in the particular jurisdiction in which such adjudication is made; provided that, if any provision contained in this Agreement shall be adjudicated to be invalid or unenforceable because such provision is held to be excessively broad as to duration, geographic scope, activity or subject, then such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which the adjudication is made. 12. Section Headings. The section headings in this Agreement are ---------------- for convenience only; they form no part of this Agreement and shall not affect its interpretation. 13. Number of Days. In computing the number of days for purposes -------------- of this Agreement, all days shall be counted, including Saturdays, Sundays and legal holidays; provided that, if the final day of any time period falls on a Saturday, Sunday or day which is a legal holiday in the Commonwealth of Pennsylvania, then such final day shall be deemed to be the next day that is not a Saturday, Sunday or legal holiday. 14. Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. [Signature Page Follows] -4- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PARAGON TECHNOLOGIES, INC. By: /s/ Leonard S. Yurkovic -------------------------------- Leonard S. Yurkovic Chief Financial Officer THE QTX GROUP By: /s/ Joel L. Hoffner -------------------------------- Joel L. Hoffner -5- EX-99 3 ex99-1.txt EXHIBIT 99.1 - NEWS RELEASE - HOFFNER EXHIBIT 99.1 ------------ [PARAGON TECHNOLOGIES, INC. LOGO] NEWS - --------------------------------- ---- FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Len Yurkovic, President and CEO 610-252-3205 610-252-3102 (Fax) www.ptgamex.com PARAGON TECHNOLOGIES ANNOUNCES ADDITION TO ITS BOARD OF DIRECTORS - - - - - EASTON, PA -- September 21, 2005 -- Paragon Technologies, Inc. (AMEX:PTG), a leading supplier of "smart" material handling solutions, including systems, technologies, products and services, announced today that Joel L. Hoffner has been appointed to the Board of Directors of Paragon Technologies, Inc. to fill a vacancy created when Steven Shulman resigned as a director of the Company on August 8, 2005. Mr. Hoffner, age 61, previously served as Vice President of Product Management (June 1992 - June 1995), Vice President of Engineering (May 1987 - January 1988), and Director of Engineering (July 1985 - May 1987) at SI Handling Systems, Inc., a Paragon Technologies predecessor Company. He has also served as CEO and founder of SI/BAKER, INC., the joint venture between Paragon Technologies, Inc. and Automated Prescription Systems, Inc. that provided order fulfillment systems to the mail order pharmacy market. Most recently, Mr. Hoffner was President of E&E Corporation and is currently Managing Director of The QTX Group. Both companies provide consultative due diligence and enterprise evaluation services to investment banking institutions worldwide, to process and manufacturing industries, and to warehousing and distribution operations. [MORE] We Build Productivity [SI SYSTEMS LOGO] - -------------------------------------------------------------------------------- PARAGON TECHNOLOGIES, INC. o 600 Kuebler Road o Easton, PA 18040-9295 o 610.252.3205 o Fax 610.252.3102 www.ptgamex.com Mr. Hoffner is a cum laude graduate of Lehigh University with a B.S. in Electrical Engineering and a native resident of Bethlehem, PA. About Paragon Technologies Paragon Technologies is a leader in integrating material handling systems and creating automated solutions for material flow applications. SI Systems' Production & Assembly and Order Fulfillment branded technologies and material handling solutions address unit assembly handling and order fulfillment applications. One of the top material handling systems suppliers worldwide, SI Systems leading clients have included the United States Postal Service, General Motors, BMG, Ford, Peterbilt, Harley-Davidson, and Walgreens. * * * - ------------------------- Cautionary Statement. Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities and Exchange Commission rules, regulations and releases. Paragon intends that such forward-looking statements be subject to the safe harbors created hereby. Among other things, the forward-looking statements regard Paragon's earnings, liquidity, financial condition, review of strategic alternatives, and other matters. Words or phrases denoting the anticipated results of future events, such as "anticipate," "does not anticipate," "should help to," "believe," "estimate," "is positioned," "expects," "may," "will," "is expected," "should," "continue," and similar expressions that denote uncertainty, are intended to identify such forward-looking statements. Paragon's actual results, performance, or achievements could differ materially from the results expressed in, or implied by, such "forward-looking statements:" (1) as a result of factors over which Paragon has no control, including the strength of domestic and foreign economies, sales growth, competition, and certain cost increases; and (2) if the factors on which Paragon's conclusions are based do not conform to its expectations. Furthermore, achievement of the objectives of the Company following the sale of Ermanco is subject to risks associated with business disruption resulting from the announcement of the sale and other risks outlined in Paragon's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2004 and the most recent quarterly report on Form 10-Q for the quarter ended June 30, 2005. This press release and prior releases are available at www.ptgamex.com. -----END PRIVACY-ENHANCED MESSAGE-----