0001104659-11-051898.txt : 20110915 0001104659-11-051898.hdr.sgml : 20110915 20110915162220 ACCESSION NUMBER: 0001104659-11-051898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110912 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110915 DATE AS OF CHANGE: 20110915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINDEXTER J B & CO INC CENTRAL INDEX KEY: 0000918962 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 760312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-75154 FILM NUMBER: 111093164 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: STE 5400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136559800 MAIL ADDRESS: STREET 2: 1100 LOUISIANA STREET SUITE 5400 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 a11-26435_18k.htm 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): September 12, 2011

 

J.B. POINDEXTER & CO., INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

033-75154

 

76-0312814

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(I.R.S. Employer Identification No.)

 

600 Travis, Suite 200, Houston, Texas 77002

(Address of principal executive office) (Zip Code)

 

Registrant’s telephone number, including area code:  (713) 655-9800

 

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:

 

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))

 

 

 



 

ITEM 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

 

On September 12, 2011, J.B. Poindexter and Co., Inc. (the “Company”) issued a press release announcing the departure of its former Executive Vice President and Chief Operating Officer.  A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference to this Item 5.02.

 

Robert Preston, the Company’s former Executive Vice President and Chief Operating Officer, has separated from the Company effective September 12, 2011.  In addition to any payments to which Mr. Preston may be entitled pursuant to our incentive compensation plans described in our Annual Report on Form 10-K for the year ended December 31, 2010, as amended, we may be obligated to pay Mr. Preston’s base salary through September 12, 2012 as well as a pro-rated bonus for 2011. The Company and Mr. Preston are discussing the terms of his separation, and such terms will be described in an amendment to this Form 8-K after completion of those discussions.

 

Item 9.01               Financial Statements and Exhibit.

 

(d)

 

Exhibits

 

 

 

 

 

The following Exhibits are filed herewith:

 

 

 

99.1

 

Press Release dated September 12, 2011.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

J.B. POINDEXTER & CO., INC.

 

 

 

 

Date: September 15, 2011

By:

/s/ Michael O’Connor

 

 

 

 

 

Michael O’Connor

 

 

Chief Financial Officer

 

3


EX-99.1 2 a11-26435_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

HOUSTON, TEXAS SEPTEMBER 12, 2011

 

J.B. Poindexter & Co., Inc., which designs, manufactures and markets commercial truck bodies, delivery vans, pickup truck caps and tonneaus, funeral coaches and limousines, specialty oil and gas industry equipment, and expanded foam packaging, today announces that Robert Preston, its former Executive Vice President and Chief Operating Officer, has separated from the Company effective September 12, 2011.

 

John Poindexter, the Company’s Chairman, Chief Executive Officer and President, will assume Mr. Preston’s responsibilities while the Company conducts its search for a new COO.  The Company anticipates that this change in the executive team will not affect its operations or financial performance.

 

As previously announced on July 13, 2011 the Company released unaudited revenues and earnings for the three and six months ended June 30, 2011 as follows (in thousands):

 

 

 

For the Three Months

 

For the Six Months

 

 

 

Ended June 30,

 

Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net Sales

 

 

 

 

 

 

 

 

 

Morgan

 

$

97,595

 

$

69,690

 

$

161,734

 

$

114,300

 

Morgan Olson

 

22,309

 

20,910

 

34,247

 

47,713

 

Truck Accessories

 

32,014

 

33,300

 

63,821

 

63,241

 

Specialty Manufacturing

 

48,041

 

38,085

 

94,774

 

70,075

 

Total

 

$

199,959

 

$

161,985

 

$

354,576

 

$

295,329

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

Morgan

 

$

10,559

 

$

6,315

 

$

13,011

 

$

6,877

 

Morgan Olson

 

409

 

792

 

(298

)

2,513

 

Truck Accessories

 

2,903

 

4,052

 

4,895

 

6,459

 

Specialty Manufacturing

 

3,016

 

684

 

5,437

 

(633

)

JBPCO (Corporate)

 

(1,309

)

(1,759

)

(3,745

)

(3,323

)

Total

 

$

15,578

 

$

10,084

 

$

19,300

 

$

11,893

 

 

As of June 30, 2011 we had approximately $51 million of cash and $50 million of available borrowing capacity under our revolving credit facility.

 

Contact:   Michael O’Connor, Chief Financial Officer of J.B. Poindexter & Co., Inc., 713-655-9800