-----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, QMz8CVtrsZ4BoAmiAg7rPd4nFikKeIbxBRAMY0Hsdquxu0+KIOeko/7+7ajH9ajg /0p0kXqUXX/vNAu7ry1KyQ== 0000090045-08-000011.txt : 20080422 0000090045-08-000011.hdr.sgml : 20080422 20080422103708 ACCESSION NUMBER: 0000090045-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080417 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: 20080422 DATE AS OF CHANGE: 20080422 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: 08768454 BUSINESS ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040-9201 BUSINESS PHONE: 6102523205 MAIL ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040-9201 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 17, 2008 ------------------------------ PARAGON TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) ------------------------------ DELAWARE 1-15729 22-1643428 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On April 17, 2008, Messrs. Robert J. Blyskal and Anthony W. Schweiger resigned as directors of the Company, effective immediately. Mr. Blyskal served as a member of the Company's Audit Committee. Mr. Schweiger served as the Chairman of the Company's Audit Committee and a member of the Company's Nominating Committee and the Compensation Committee. Messrs. Blyskal and Schweiger resigned as directors of the Company as a result of strategic differences with a majority of the directors of the Company. Copies of the written correspondence from Mr. Blyskal and Mr. Schweiger regarding their respective resignations as directors of the Company are attached hereto as Exhibits 17.1 and 17.2. On April 18, 2008, the Board of Directors of the Company (the "Board"), upon the recommendation of the Board's Nominating Committee, unanimously voted to elect Mr. Ronald J. Izewski and Mr. Robert J. Schwartz as directors of the Company to fill the vacancies created by the resignations of Messrs. Blyskal and Schweiger on April 17, 2008. Messrs. Izewski and Schwartz will serve as directors of the Company until the 2008 Annual Meeting of Stockholders of the Company, or until their successors have been elected and qualified. The Board has determined that Messrs. Izewski and Schwartz meet the independence requirements of the American Stock Exchange. Mr. Izewski has been appointed Chairman of the Audit Committee of the Board. Mr. Schwartz has been appointed as a member of the Audit Committee and the Compensation Committee of the Board of Directors. Messrs. Izewski and Schwartz do not have any relationship with the Company that would require disclosure pursuant to the Item 404(a) of the Securities and Exchange Commission Regulation S-K. Messrs. Izewski and Schwartz are 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. Neither Mr. Izewski nor Mr. Schwartz has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party. Ronald J. Izewski, age 51, currently serves as the Senior Vice President ("SVP") and Chief Financial Officer ("CFO") of Just Born, Inc., a privately owned confectionery manufacturer of jellybeans, marshmallows, and other candy products. Mr. Izewski joined Just Born in 1995 as Vice President of the Finance Division, assumed the role of CFO in 2002, and was promoted to SVP/CFO in 2007. From 1984 to 1995, Mr. Izewski held several financial leadership positions, including Vice President and General Manager of the Donruss Trading Cards Division at the Leaf Candy Company. From 1978 to 1984, Mr. Izewski was an Audit Supervisor in the Chicago, Illinois office of Coopers & Lybrand, a public accounting firm. Mr. Izewski holds a Bachelor's Degree in Accounting from Southern Illinois University and is a Certified Public Accountant. Mr. Izewski is active in the community and resides in Doylestown, Pennsylvania with his wife and three children. Robert J. Schwartz, age 70, is the founder and President of Land Equity Inc., a real estate firm located in Lebanon, New Jersey. For over 30 years, Land Equity Inc. has specialized in commercial and industrial land sales. Mr. Schwartz began his career in real estate in 1967 and has established his company in key markets of Massachusetts, New Jersey, Pennsylvania, and Maryland. Mr. Schwartz holds a Bachelor of Science Degree in International Marketing from Fairleigh Dickinson University. Mr. Schwartz is active in the community and resides with his family in Finesville, New Jersey. A copy of the press release announcing the resignation of Messrs. Blyskal and Schweiger as directors of the Company and the election of Messrs. Izewski and Schwartz as directors of the Company is attached hereto as Exhibit 99.1. Other changes announced by the Company included the appointment of Mr. Samuel L. Torrence to serve as a member of the Nominating Committee of the Board. Mr. Torrence has been a member of the Board since 2007. Item 9.01. Financial Statements and Exhibits The following exhibits are filed with this Form 8-K: (c) Exhibit No. Description 17.1 Letter of resignation from Mr. Robert J. Blyskal dated April 17, 2008. 17.2 Email correspondence from Mr. Anthony W. Schweiger dated April 17, 2008. 99.1 Press Release of Paragon Technologies, Inc. dated April 21, 2008. 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: April 22, 2008 By: /s/ Leonard S. Yurkovic -------------------------- Leonard S. Yurkovic Acting CEO Index of Exhibits (c) Exhibit No. Description 17.1* Letter of resignation from Mr. Robert J. Blyskal dated April 17, 2008. 17.2* Email correspondence from Mr. Anthony W. Schweiger dated April 17, 2008. 99.1* Press Release of Paragon Technologies, Inc. dated April 21, 2008. - -------------- * Filed herewith EX-17 2 ex17-1.txt EXHIBIT 17.1 - CORRESPONDENCE - ROBERT J. BLYSKAL - DEPARTURE BOD EXHIBIT 17.1 ------------ ROBERT J. BLYSKAL 7000 Island Boulevard Apartment 1804 Aventura, FL 33160 April 17, 2008 Mr. Theodore W. Myers Chairman of the Board of Directors Paragon Technologies, Inc. 600 Kuebler Road Easton, PA 18040 Dear Ted: This letter will confirm our discussion of my not seeking nomination to the Board of Directors of Paragon Technologies, Inc. In addition, it will serve as notification of my resignation from the Board of Directors, effective immediately. Sincerely, /s/ Robert J. Blyskal Robert J. Blyskal EX-17 3 ex17-2.txt EXHIBIT 17.2 - CORRESPONDENCE - ANTHONY W. SCHWEIGER DEPARTURE BOD EXHIBIT 17.2 ------------ - ------------------------------------------------------------------------------- From: Tony Schweiger [mailto:ASchweiger@e-brilliance.com] Sent: Thursday, April 17, 2008 11:01 AM To: TED MYERS Cc: WALKERC@pepperlaw.com; Semanick, Ron; Samuel Torrence; LEONARD YURKOVIC Subject: Resignation Ted I've thought about our conversations and the differences of opinions on how to create long term shareholder value. While I understand your perspective, I continue to believe that the Company needs to take concurrent action and begin to explore appropriate actions/transactions that will provide both management and meaningful strategic direction. Regrettably, the Company continues to expend its cash on buying back stock and make decisions that are driven by the stock price rather than strategic action. Accordingly, I hereby resign from the Paragon Board effective immediately. I wish you and the Company well. Tony EX-99 4 ex99-1.txt EXHIBIT 99.1 - NEWS RELEASE EXHIBIT 99.1 ------------ [PARAGON TECHNOLOGIES, INC. LOGO] NEWS - -------------------------------------------------------------------------------- FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Len Yurkovic, Acting CEO 610-252-3205 610-252-3102 (Fax) www.ptgamex.com --------------- PARAGON TECHNOLOGIES ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS - - - - - EASTON, PA -- April 21, 2008 -- Paragon Technologies, Inc. (Amex:PTG), a leading supplier of "smart" material handling systems and "software-driven" warehouse and distribution center solutions, announced today that Robert J. Blyskal and Anthony W. Schweiger have resigned their positions as directors of Paragon Technologies, Inc. Leonard S. Yurkovic, Acting CEO, said, "Paragon appreciates the contributions they have made during their tenure as members of the Board of Directors of the Company." Other changes announced today include the following. Ronald J. Izewski and Robert J. Schwartz have been appointed by the Board of Directors to fill the vacancies created by the recent resignations of Messrs. Blyskal and Schweiger. Also, Mr. Izewski has been appointed Chairman of the Audit Committee of the Board of Directors, and Mr. Schwartz has been appointed as a member of the Audit Committee and the Compensation Committee of the Board of Directors. In addition, Samuel L. Torrence, a member of the Board of Directors since 2007, was appointed as a member of the Nominating Committee of the Board of Directors. Ronald J. Izewski, age 51, currently serves as the Senior Vice President ("SVP") and Chief Financial Officer ("CFO") of Just Born, Inc., a privately owned confectionery manufacturer of jellybeans, marshmallows, and other candy products. Mr. Izewski joined Just Born in 1995 as Vice President of the Finance Division, assumed the role of CFO in 2002, and was promoted to SVP/CFO in 2007. From 1984 to 1995, Mr. Izewski held several financial leadership positions, including Vice President and General Manager of the Donruss Trading Cards Division at the Leaf Candy Company. From 1978 to 1984, Mr. Izewski was an Audit Supervisor in the Chicago, Illinois office of Coopers & Lybrand, a public accounting firm. Mr. Izewski holds a Bachelor's Degree in Accounting from Southern Illinois University and is a Certified Public Accountant. Mr. Izewski is active in the community and resides in Doylestown, Pennsylvania with his wife and three children. [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 TECHNOLOGIES, INC. LOGO] Page 2 - -------------------------------------------------------------------------------- Robert J. Schwartz, age 70, is the founder and President of Land Equity Inc., a real estate firm located in Lebanon, New Jersey. For over 30 years, Land Equity Inc. has specialized in commercial and industrial land sales. Mr. Schwartz began his career in real estate in 1967 and has established his company in key markets of Massachusetts, New Jersey, Pennsylvania, and Maryland. Mr. Schwartz holds a Bachelor of Science Degree in International Marketing from Fairleigh Dickinson University. Mr. Schwartz is active in the community and resides with his family in Finesville, New Jersey. Len Yurkovic commented, "I am pleased that Ronald Izewski and Robert Schwartz have joined the Paragon Board of Directors. Their knowledge and experience will complement that of our current directors. Our Board and management team look forward to their involvement as members of the Company's Board of Directors." About Paragon Technologies Paragon Technologies is a leader in integrating material handling systems and creating automated solutions for material flow applications. SI Systems' 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, and Maybelline. * * * - ---------------------- 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, 2007. This press release and prior releases are available at www.ptgamex.com. --------------- -----END PRIVACY-ENHANCED MESSAGE-----