8-K

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) – February 15, 2018

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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

On February 15, 2018, SIFCO Industries, Inc. (the “Company”) entered into an Amended and Restated Relocation Agreement (the “Amended Agreement”) with its President and Chief Executive Officer, Peter Knapper. Pursuant to the terms of the Amended Agreement, the Company agreed to pay certain one-time relocation expenses (not to exceed $153,200) in connection with the completion of Mr. Knapper’s relocation to the Northeast Ohio area. Such relocation expenses are subject to repayment if Mr. Knapper voluntarily terminates his employment prior to the three-year anniversary of his start date in 2016.

The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1     Amended and Restated Relocation Agreement, dated February 15, 2018, by and between SIFCO Industries, Inc. and Peter Knapper

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.

	SIFCO Industries, Inc.
	(Registrant)
Date: February 16, 2018
	/s/ Thomas R. Kubera
	Thomas R. Kubera
	Interim Chief Financial Officer & Chief Accounting Officer
	(Principal Financial Officer)

EX-10.1

Amended and Restated

Relocation Agreement

(“Agreement”)

between SIFCO Industries, Inc. and Peter Knapper

THIS AMENDED AND RESTATED RELOCATION AGREEMENT is made as of this 15th day of February, 2018, by and between SIFCO Industries, Inc. (the “Company”) and Peter Knapper (“Executive” and together with the Company, the “Parties”).

WHEREAS, the Parties entered into that certain Relocation Agreement, dated as of August 15, 2016 (the “Prior Agreement”) and desire to amend and restate the Prior Agreement effective as of the date hereof. Upon proper execution and delivery of this Agreement, this Agreement amends, restates and replaces in its entirety, the Prior Agreement, which will have no further force or effect (except as otherwise provided herein);

WHEREAS, pursuant to the Prior Agreement, the Company agreed to pay Executive certain relocation expenses in conjunction with the Executive’s relocation from the Westerville, Ohio area; and

WHEREAS, the Parties desire to amend the terms of the relocation expense payments as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants and conditions set forth herein, the Executive and the Company hereby agree as follows:

1.Relocation Benefits. The Parties agree that Executive shall be entitled to an amount equal to $153,200 for one-time relocation expenses incurred in connection with Executive’s relocation to a Cleveland area residence. Such amounts shall be paid to Executive in the form of a monthly payment of $2,700 per month (commencing February 1, 2018) until such time as Executive presents the Company with a contract to purchase a Cleveland area residence. At such time, the Company shall pay to Executive a lump sum amount equal to $153,200 minus all monthly payments made to Executive from and after February 1, 2018. The Relocation Benefits described in this Section 1 shall be in replacement of the relocation benefits provided pursuant to the Prior Agreement.

2.Voluntary Termination Event. As a condition for receiving the Relocation Benefits, Executive agrees that in the event of his voluntary termination of employment with Company within three years of his employment hire date of the 29th day of June, 2016, Executive will repay the total amount of the Relocation Benefits received under this Agreement and the Prior Agreement. If Executive is required to make a repayment under this Section 2, Executive agrees that the Relocation Benefits will be deducted from Executive’s final pay statement, and any outstanding balance will be repaid to the Company within thirty (30) days of Executive’s date of termination.

3.    Other.

a. Entire Agreement; Amendments, Etc. This Agreement contains the entire agreement and understanding of the Parties, and, except as specifically provided herein supersedes all prior agreements and understandings relating to the subject matter hereof. No modification, amendment, waiver or alteration of this Agreement or any provision or term hereof shall in any event be effective unless the same shall be in writing, executed by both Parties hereto, and any waiver so given shall be effective only in the specific instance and for the specific purpose for which given.

b. Governing Law; Venue; Dispute Resolution. All questions pertaining to the validity, construction, execution and performance of this Agreement shall be construed and governed in accordance with the laws of the State of Ohio, without regard to the conflicts or choice of law provisions thereof. In the event of any dispute under this Agreement, the non-prevailing party shall pay all legal fees and expenses of the prevailing party.

c. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

Acknowledgment:

I have read and agree to the terms of the above Agreement.

/s/ Peter Knapper

Peter Knapper

2/15/2018

Date

/s/ Norman E. Wells, Jr.

Norman E. Wells, Jr.

Chairman of the Board of Directors of

SIFCO Industries, Inc.

2/15/2018

Date