-----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, Myti/DheejDUcJxVoATIqmPedYFr+eUr+4cN8i86W72qtSWaBSB+wQHzWlv+afJj py9hG1xkTyQRA2JFYLkr6w== 0000090045-07-000010.txt : 20070221 0000090045-07-000010.hdr.sgml : 20070221 20070220180844 ACCESSION NUMBER: 0000090045-07-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070219 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20070221 DATE AS OF CHANGE: 20070220 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: 07636830 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 f8-k.txt FORM 8-K 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): February 19, 2007 --------------------- 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 As disclosed below in Item 5.02 of this Current Report on Form 8-K, on February 20, 2007, Paragon announced that Joel L. Hoffner, a member of Paragon's board of directors, and its President and Chief Executive Officer, has indicated his intention to retire, effective March 1, 2007. As part of Mr. Hoffner's retirement, Paragon and Mr. Hoffner entered into that certain Separation and Mutual Release Agreement (the "Separation Agreement"). The full text of the Separation Agreement is filed as Exhibit 10.39 to this Current Report on Form 8-K and is incorporated herein by reference. The following discussion provides a summary of the material terms of the Separation Agreement, which discussion is qualified in its entirety by reference to the entire text of the Separation Agreement. Under the terms of the Separation Agreement, provided that Mr. Hoffner does not fail to comply with the terms of the Separation Agreement, Mr. Hoffner shall continue to receive his regular salary and all employee benefits, including a monthly auto allowance and compensation for accrued unused vacation, until March 31, 2007. In consideration of the foregoing, Mr. Hoffner releases Paragon from all claims with respect to matters arising out of his employment with Paragon, or the termination thereof, except for claims for indemnification under Paragon's Bylaws, if applicable. In addition, Paragon and Mr. Hoffner have entered into a Consulting Agreement (the "Consulting Agreement"), pursuant to which Mr. Hoffner will be engaged in providing certain consulting services to Paragon when requested by Paragon's board of directors or its Chief Executive Officer from time to time. The full text of the Consulting Agreement is filed as Exhibit 10.40 to this Current Report on Form 8-K and is incorporated herein by reference. The following discussion provides a summary of the material terms of the Consulting Agreement, which discussion is qualified in its entirety by reference to the entire text of the Consulting Agreement. Under the terms of the Consulting Agreement, Paragon will pay Mr. Hoffner (i) $5,000 per month and (ii) $800 per day for each day Mr. Hoffner provides consulting services to Paragon for the period commencing on April 1, 2007 and ending December 31, 2007 (the "Term"). In addition, Paragon will reimburse Mr. Hoffner for all normal and reasonable expenses incurred by him on behalf of Paragon, provided that such expenses are documented and submitted to Paragon in accordance with Paragon's reimbursement policies as in effect from time to time. In consideration of the foregoing, during the Term and for a period of one year thereafter Mr. Hoffner agrees not to solicit or recruit any employees, customers or third-parties with whom Paragon does business. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) On February 20, 2007, Paragon announced that Joel L. Hoffner, a member of Paragon's board of directors, and its President and Chief Executive Officer, has indicated his intention to retire, effective March 1, 2007. Paragon entered into a Separation Agreement with Mr. Hoffner. Mr. Hoffner's retirement is not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. (c) On February 20, 2007, Paragon announced the appointment of Leonard S. Yurkovic as the acting Chief Executive Officer of Paragon and William J. Casey as the President and Chief Operating Officer of SI Systems, Paragon's materials handling business, effective March 1, 2007. Mr. Yurkovic, age 69, joined Paragon as Vice President of Finance in 1979. Throughout the 1980s, Mr. Yurkovic was appointed to several executive-level positions at Paragon, including Chief Operating Officer in 1985, Managing Director of European Operations in 1987 and then President and Chief Executive Officer in 1988. Mr. Yurkovic retired as Paragon's Chief Operating Officer and a member of Paragon's board of directors in 1999. However, Mr. Yurkovic re-joined Paragon in 2003 and served as its President and Chief Executive Officer until December 31, 2005. Mr. Yurkovic currently serves as a member of Paragon's board of directors. Mr. Casey, age 63, whose career with the Company spans 39 years, rejoined the Company on December 29, 2003 as Vice President of SI Systems Production & Assembly. Mr. Casey was appointed Executive Vice President of the Company and President of SI Systems Production & Assembly on October 14, 2005. From July 2001 to December 2003 Mr. Casey held an executive position with The Casey Group, an information technology firm specializing in providing Enterprise Services in IT management, integration, and outsourcing. Previously (1965-2001), Mr. Casey held a variety of senior management positions at Paragon Technologies including Executive Vice President, Vice President Sales and Marketing, and Director of Sales. A member of the Conveyor Equipment Manufacturers Association (CEMA) for over 25 years, acting as Board President in 2002-2003, Mr. Casey has served on its Board of Directors since 1997 and chaired numerous committees. A copy of the press release announcing the retirement of Mr. Hoffner and the appointment of Messrs. Yurkovic and Casey is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits The following exhibits are filed with this Form 8-K: (c) Exhibit No. Description ---------- ----------- 10.39 Separation and Mutual Release Agreement dated February 20, 2007, by and between Paragon Technologies, Inc. and Joel Hoffner. 10.40 Consulting Agreement dated February 20, 2007, by and between Paragon Technologies, Inc. and Joel Hoffner. 99.1 Press Release of Paragon Technologies, Inc. dated February 20, 2007. 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: February 20, 2007 By: /s/ Joel L. Hoffner ---------------------- Joel L. Hoffner President and CEO Index of Exhibits ----------------- (c) Exhibit No. Description 10.39* Separation and Mutual Release Agreement dated February 20, 2007, by and between Paragon Technologies, Inc. and Joel Hoffner. 10.40* Consulting Agreement dated February 20, 2007, by and between Paragon Technologies, Inc. and Joel Hoffner. 99.1* Press Release of Paragon Technologies, Inc. dated February 20, 2007. - -------------- * Filed herewith EX-10 2 ex10-39a.txt EXHIBIT 10.39 - SEPARATION AGREEMENT Exhibit 10.39 ------------- SEPARATION AND MUTUAL RELEASE AGREEMENT THIS SEPARATION AND MUTUAL RELEASE AGREEMENT (this "Agreement") is entered into as of February 19, 2007 (the "Execution Date") by and between Joel Hoffner ("Hoffner") and Paragon Technologies, Inc. (the "Company"). WHEREAS, Hoffner has been serving as President and Chief Executive Officer of the Company as a full-time employee; WHEREAS, Hoffner desires to resign from his positions as a director, officer and employee of the Company effective as of March 1, 2007 (the "Termination Date"); and WHEREAS, in appreciation of Hoffner's service to the Company and his undertakings in this Agreement, the Company has agreed to provide Hoffner with certain rights and benefits, subject to the execution of this Agreement. NOW, THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Consideration; Acknowledgements; Cessation of Service. ----------------------------------------------------- (a) Hoffner hereby resigns all positions held with the Company as a director, officer and employee effective as of the Termination Date. (b) In consideration for Hoffner entering into this Agreement and provided that Hoffner does not fail to comply with the terms of this Agreement, Hoffner shall continue to receive his regular salary and all employee benefits, including monthly auto allowance and compensation for accrued unused vacation , for a period of one (1) month following the Termination Date, until March 31, 2007. (c) Hoffner acknowledges that: (i) Hoffner has no entitlement under any other severance or similar arrangement maintained by the Company or any of its affiliates and (ii) except as otherwise provided specifically in this Agreement, the Company has no other liability or obligation to Hoffner. Hoffner further acknowledges that, in the absence of his execution of this Agreement, the benefits specified above in Section 1(b) would not otherwise be due to him. 2. General Release. --------------- (a) Hoffner hereby fully and forever releases and discharges the Company, and all predecessors and successors, assigns, stockholders, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a "Released Person") from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Agreement, including, but not limited to, any claims for relief or causes of action under any federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. The foregoing will not be deemed to release the Company from (i) any obligation arising under this Agreement or any other agreement executed on this day between Hoffner and the Company, (ii) claims solely to enforce this Agreement, or (iii) claims for indemnification under the Company's Bylaws, if applicable. Hoffner understands that the release contained in this Section 2 extends to all of the aforementioned claims and potential claims which arose on or before the date of this Agreement, including pre- and post-employment causes of action, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this Agreement. (b) The Company hereby fully and forever releases and discharges the Hoffner, and his heirs and assigns from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Agreement. The foregoing will not be deemed to release Hoffner from (i) any obligation arising under this Agreement or (ii) claims solely to enforce this Agreement. 3. No Disruption. Hoffner shall not attempt to disrupt the Company's ------------- operations in any manner whatsoever. In particular, but without limitation, Hoffner will not disparage any Released Person or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of any Released Person. 4. Miscellaneous. ------------- (a) No Reinstatement. Hoffner waives any right to reinstatement to ---------------- employment with the Company. Hoffner shall not take legal action of any kind as a result of a refusal by the Company to consider him for employment or reinstatement. (b) Successors and Assigns. This Agreement shall inure to the ---------------------- benefit of and be binding upon the Company and Hoffner and their respective successors, permitted assigns, executors, administrators and heirs. Hoffner may not make any assignment of this Agreement or any interest herein, by operation of law or otherwise. The Company may assign this Agreement to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise. (c) Severability. Whenever possible, each provision of this ------------ Agreement will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained. (d) Entire Agreement; Amendments. Except as otherwise provided ---------------------------- herein, this Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature. This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto. (e) Governing Law. This Agreement shall be governed by, and ------------- enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws. (f) Counterparts and Facsimiles. This Agreement may be executed, --------------------------- including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. -2- [signature page follows] -3- IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Hoffner has executed this Agreement, in each case on the date first above written. PARAGON TECHNOLOGIES, INC. By: /s/ Theodore Myers ---------------------------------------- Name: Theodore Myers Title: Chairman of the Board /s/ Joel Hoffner ------------------------------------------------- JOEL HOFFNER -4- EX-10 3 ex10-40.txt EXHIBIT 10.40 - CONSULTING AGREEMENT Exhibit 10.40 ------------- PARAGON TECHNOLOGIES, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made this 19th day of February, 2007 by and between Joel Hoffner, a resident of the Commonwealth of Pennsylvania (the "Consultant"), and Paragon Technologies, Inc. (the "Company"). NOW, THEREFORE, in consideration of these premises and the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows: 1. Engagement; Services. The Company hereby engages the Consultant, and -------------------- the Consultant hereby accepts such engagement, to provide consulting services to the Company as and when requested by the Company's Board of Directors or CEO, upon the terms and conditions set forth herein (the "Services"). 2. Term. The term of the Consultant's engagement with the Company shall ---- commence on April 1, 2007 (the "Effective Date") and shall continue for a period ending on December 31, 2007 (the "Term"). At the end of the Term, this Agreement shall automatically terminate and expire. 3. Compensation. In consideration for the Consultant making himself ------------ available to perform the Services, during the Term the Company shall (A) shall pay to the Consultant an amount of $5,000 per month for making himself available as an independent consultant ("Base Fee") plus (B) an amount equal to $800 for each day that the Consultant provides consulting services hereunder ("Per Diem Fee") (prorated for any time less than eight (8) hours that the Consultant provides services on a particular day during the Term). The Base Fee shall be paid on the fifteenth day of each month. The Consultant shall provide the Company with an invoice for the Per Diem Fee on a monthly basis promptly following the end of each month in which consulting services have been provided, and the Company will pay the Per Diem Fee due to the Consultant within fifteen (15) of its receipt of such invoice. 4. Reimbursement of Expenses. The Consultant shall be reimbursed for all ------------------------- normal and reasonable expenses incurred by him on behalf of the Company, provided that such expenses are documented and submitted to the Company all in accordance with the reimbursement policies of the Company as in effect from time to time. The parties hereto acknowledge and agree that the Company will not provide support services, including, but not limited to, office space and secretarial services, to the Consultant in connection with the performance of the Services. 5. Confidential Information. ------------------------ (a) The Consultant will at all times during the Term and at all times thereafter, maintain the confidentiality of the Confidential Information (as defined below), and will not, directly or indirectly, disclose any of the Confidential Information to any person or entity, except as is strictly necessary in the performance of the Services hereunder. In addition, the Consultant will not at any time during the Term or at any time thereafter use any of the Confidential Information for the Consultant's direct or indirect benefit, or the direct or indirect benefit of any person or entity other than the Company. The Consultant shall not publish or disclose in any manner Confidential Information without the prior written consent of the Company, which consent may or may not be given at the sole discretion of the Company. Requests by the Consultant to publish or otherwise disclose Confidential Information shall be made in writing to the President of the Company according to the procedures described under Section 11 hereof. (b) For purposes of this Agreement, the term "Confidential Information" shall mean all business, marketing, technical, financial, commercial and other information and data, without regard to form or medium, relating to the Company that is not generally known to the public. However, any information and data which becomes generally known to be public because of the Consultant's failure to abide by this Agreement will still be considered Confidential Information. By way of illustration, the Consultant hereby acknowledges and agrees that Confidential Information includes, but is not limited to, the following kinds of information and data: business plans; research and development plans, methods, efforts and results; technology; processes; inventions; know-how; computer codes and instructions; business or market studies; business and product development plans and efforts; personnel data; information relating to the Company's actual and prospective customers, consultants, contractors and vendors and the nature and terms of the Company's relationship with any of them, including pricing information; and any information provided by or on behalf of any third party to the Company under any obligation or expectancy of confidentiality. The fact that any information or data is not marked as confidential or proprietary shall not adversely affect its status as Confidential Information. 6. Property. Promptly upon the Company's request, and in any event -------- promptly upon the termination of this Agreement, the Consultant hereby agrees to return to the Company all materials and property of the Company in the Consultant's possession, and the Consultant will not retain copies of any of such materials and property. 7. Non-Solicitation. During the Term and for a period of one year ---------------- thereafter, the Consultant will not, directly or indirectly, for himself or herself or any third party other than the Company, do any one or more of the following with the prior written consent of the Company: (a) solicit, recruit or hire any person who is an employee of the Company during the period of such person's employment and during the six month period after the termination of such person's employment or induce or attempt to induce any such person to terminate such person's employment; (b) solicit sales from any of the Company's customers for any product or service which competes with any product or service sold or provided by the Company at any time during the three year period before the termination of this Agreement or which, at the time of the termination of this Agreement, is intended to be sold or provided by the Company, and about which the Consultant had access to Confidential Information; and (c) entice any vendor, consultant, collaborator, agent or contractor of the Company to cease its business relationship with the Company. -2- 8. No Restrictions. The Consultant hereby represents and warrants that --------------- to the best of his knowledge he is permitted to enter into this Agreement and perform the obligations contemplated hereby and that this Agreement and the terms and obligations hereof are not inconsistent with any obligation he may have. 9. 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, except as expressly provided herein, 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. 10. Equitable Relief; Attorney's Fees. If the Consultant breaches or --------------------------------- threatens to breach any provision of this Agreement, the Company will be entitled, as a matter of right, to injunctive relief, including specific performance, with respect to any such breach or threatened breach. If the Company prevails in any action or proceeding brought to enforce this Agreement, then the Company will be entitled to recover from the Consultant all reasonable attorneys' fees, cost and disbursements incurred by the Company in connection with such action or proceeding. The Company's rights and remedies under this Section 10 are in addition to and cumulative with any other rights and remedies to which the Company may be entitled. 11. Notices. Any notice hereunder by either party shall be given by ------- personal delivery or by sending such notice by certified mail, return-receipt requested, or telecopied, addressed or telecopied, as the case may be, 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 11. 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 facsimile transmission, when confirmed by the facsimile machine report. (a) if to the Company, to: Paragon Technologies, Inc. 600 Kuebler Road Easton, PA 18040-9201 Telefacsimile: Attn: Chief Executive Officer (b) if to the Consultant, to: Joel Hoffner 1806 Easthill Drive Bethlehem. PA 18017 -3- 12. Entire Agreement; Amendments. This Agreement contains the entire ---------------------------- agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to the engagement of the Consultant with the Company. No supplement, modification or amendment of this Agreement shall be binding upon the Company or the Consultant unless set forth in a written agreement executed by the Company and the Consultant. 13. 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. 14. Severability. Each party to this Agreement acknowledges that the ------------ obligations and restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the other party and that such obligations and restrictions constitute a material inducement to each party entering into this Agreement. Each provision in this Agreement is an independent provision and the enforceability of any one provision will not affect the enforceability of any other provision. However, if any particular provision of this Agreement is determined by a court to be excessively broad as to duration, geographic scope, activity or subject to be enforceable, then that provision will be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the laws of such jurisdiction. 15. No Waiver of Rights. Any waiver by either party to this Agreement of -------------------- any power or right under this Agreement must be in writing and signed by such party to be enforceable. Any waiver by either party to this Agreement will not operate as a waiver of any other or future breach under this Agreement. 16. Assignment; Binding Obligation. This Agreement may not be assigned by ---------- either party without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the Consultant and the Consultant's heirs, executors and administrators and the Company and its successors and permitted assigns. 17. Governing Law; Choice of Forum and Venue. This Agreement will be ---------------------------------------- governed and construed as to its validity, interpretation and effect by the laws of the Commonwealth of Pennsylvania notwithstanding the conflict of law rules of Pennsylvania or any other jurisdiction. EACH PARTY TO THIS AGREEMENT ALSO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS SERVING THE COUNTY IN PENNSYLVANIA IN WHICH THE COMPANY MAINTAINS ITS PRINCIPAL OFFICE. However, each such party acknowledges that the other party may seek enforcement of this Agreement in any appropriate court and in any jurisdiction where such other party is subject to personal jurisdiction and where venue is proper. 18. Survival. The obligations of the parties as set forth in paragraphs 5 -------- through 17 of this Agreement will survive the termination of this Agreement. [signature page follows] -4- IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date written below. PARAGON TECHNOLOGIES, INC. By: /s/Theodore W. Myers --------------------------------------- Chairman of the Board /s/ Joel Hoffner --------------------------------------- Joel Hoffner -5- EX-99 4 f99-1.txt EXHIBIT 99.1 - NEWS RELEASE EXHIBIT 99.1 ------------ [PARAGON LOGO] NEWS - -------------------------------------------------------------------------------- FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Len Yurkovic, Acting CEO 610-252-3205 610-252-3102 (Fax) www.ptgamex.com PARAGON TECHNOLOGIES, INC. ANNOUNCES RETIREMENT OF PRESIDENT/CEO AND ORGANIZATIONAL CHANGES - - - - - EASTON, PA -- February 20, 2007 -- Paragon Technologies, Inc. (AMEX:PTG), a leading supplier of "smart" material handling systems and "software-driven" warehouse and distribution center solutions, announced today that Joel L. Hoffner is retiring as President and CEO, effective March 1, 2007, in order to pursue technical and operational consultative opportunities that provide greater personal flexibility. Mr. Hoffner will provide consulting services to Paragon Technologies with a focus on accelerating technology developments. Joel Hoffner commented, "I strongly believe that I can be more instrumental in the continued growth of Paragon Technologies in roles that exploit my software, marketing, and technical strengths more effectively." Ted Myers, Chairman of the Board noted, "Joel has led significant changes to the Company's vision and market focus with particular emphasis on enhancing both the systems integration and control software businesses. The impact of those changes is just beginning to be evident in new orders and a significant pipeline of new opportunities. We expect that the foundation that has been laid throughout the past year will result in new growth potential for Paragon Technologies." [MORE] We Build Productivity [SI SYSTEMS LOGO] - -------------------------------------------------------------------------------- PARAGON TECHNOLOGIES, INC. o 600 Kuebler Road o Easton, PA 18040-9201 o 610.252.3205 o Fax 610.252.3102 www.ptgamex.com --------------- [PARAGON LOGO] Page 2 - -------------------------------------------------------------------------------- Concurrently, the Board announced that Leonard S. Yurkovic will assume the role of Acting CEO of Paragon Technologies as the Company moves to execute a holding company strategy. Yurkovic, former CEO and current Board member, will focus on finance, shareholder relations, and the pursuit of various opportunities to increase shareholder value. In addition, William J. Casey has been named President and Chief Operating Officer of SI Systems, the Company's materials handling business. SI Systems will operate as a division of Paragon. Casey is a seasoned veteran of SI Systems who recently led the turnaround of the Company's Production & Assembly brand. Casey will be responsible for both the Production & Assembly and Order Fulfillment branded technologies and report to Yurkovic. The Committee on Strategic Alternatives of the Board is identifying possible long-term candidates to fulfill the holding company CEO vacancy at an appropriate time as well as continuing to explore various strategic alternatives. 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 in manufacturing operations and order fulfillment applications. One of the top material handling systems suppliers worldwide, SI Systems leading clients have included the United States Postal Service, BMG, Peterbilt, Honda, CVS Pharmacy, Maybelline, 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. The forward-looking statements contained in this press release may become outdated over time. Paragon does not assume any responsibility for updating any forward-looking statements. Furthermore, achievement of the objectives of the Company is subject to certain risks, including, but not limited to, those 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, 2005 and the most recent quarterly report on Form 10-Q for the quarter ended September 30, 2006. This press release and prior releases are available at www.ptgamex.com. --------------- -----END PRIVACY-ENHANCED MESSAGE-----