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): January 5, 2018
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon | 000-23996 | 93-1151989 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
2765 N.W. Nicolai Street Portland, Oregon |
97210-1818 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (503) 227-7908
Not Applicable
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b)) |
☐ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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.
(b)
On January 5, 2018, David M. Hudson, the President and Chief Executive Officer of Schmitt Industries, Inc. (the Registrant), tendered his resignation, effectively immediately, as an officer of the Registrant, including any positions held with any of the Registrants subsidiaries. Mr. Hudson will retain his position as a director of the Registrant.
A copy of the press release announcing Mr. Hudsons resignation is furnished as Exhibit 99.1 to this report.
(c)
On January 5, 2018 the Registrant appointed David W. Case as its President and Chief Executive Officer, effective immediately.
Mr. Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General Manager of the Registrants largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr. Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System and has overseen various departments within the Registrant including manufacturing, engineering and quality assurance. Mr. Case holds a B.S. degree in Economics from the University of Oregon.
A copy of the press release announcing Mr. Cases appointment is furnished as Exhibit 99.1 to this report.
(d)
On January 5, 2018, the Board of Directors of the Registrant expanded its number of authorized directors from four to five and elected David W. Case as a director of the Registrant, both effective as of January 5, 2018. It is expected that Mr. Case will stand for reelection at the 2018 Annual Meeting of Shareholders.
Mr. Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General Manager of the Registrants largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr. Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System and has overseen various departments within the Registrant, including manufacturing, engineering and quality assurance. Mr. Case holds a B.S. degree in Economics from the University of Oregon.
As an employee of the Registrant, Mr. Case will not qualify as independent under the definition promulgated by NASDAQ and therefore will not be a member of the Boards Audit, Compensation or Nominating Committee. The Registrant believes that Mr. Case possesses specific attributes that qualify him to serve as a director of the Registrant, including the perspective and experience he will bring as President and Chief Executive Officer of the Registrant, and his prior experience with the Registrant.
There are no related person transactions (or proposed related person transactions) with respect to Mr. Case reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Registrants last fiscal year. Mr. Case will receive the compensation described under Executive Compensation of the Registrants Proxy Statement for the 2017 Annual Meeting of Shareholders filed with the Securities and Exchange Commission.
A copy of the press release announcing Mr. Cases appointment is furnished as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 | Press release entitled Schmitt Industries, Inc. Announces Appointment of David Case as President and Chief Executive Officer. |
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.
SCHMITT INDUSTRIES, INC. | ||||||
January 8, 2018 | By: | /s/ Ann M Ferguson | ||||
Name: Ann M Ferguson | ||||||
Title: Chief Financial Officer and Treasurer |
Exhibit 99.1
IMMEDIATE NEWS RELEASE
Schmitt Industries, Inc. Announces Appointment of David Case as President and Chief Executive Officer
January 8, 2018 |
NASDAQ: SMIT |
Portland, OR. Schmitt Industries, Inc. (NASDAQ: SMIT) (the Company) announced today that David W. Case has assumed the role of President and Chief Executive Officer of the Company, effective as of January 5, 2018 and that David M. Hudson, has resigned as President and Chief Executive Officer and remains a Director of the Company.
David Case was previously the Vice President of Operations and General Manager of the Companys largest product line, Schmitt Dynamic Balancing Systems. Mr. Case has been with the Company for over 30 years and has served in a variety of roles of increasing responsibility. He is intimately familiar with all of Schmitts products and markets throughout the world. Mr. Case has also been appointed a member of the Companys Board of Directors.
Dave Hudson became Interim President and CEO on January 6, 2016, and subsequently assumed the role on a non-interim basis, successfully leading the Company through a number of milestones. Mr. Hudson will continue to guide the Company as a Director following the transition.
The Board of Directors welcomes David Case to his new role within the Company and on the Board, said Michael J. Ellsworth, Chairman of the Board of the Directors. The Board also wishes to thank Dave Hudson for his leadership over the past two years, and we look forward to his continued contribution as a Director, Mr. Ellsworth concluded.
About Schmitt Industries
Schmitt Industries, Inc., an Oregon corporation, designs, manufactures and sells high precision test and measurement products for two main business segments: the Balancer Segment and the Measurement Segment. For the Balancer Segment, the Company designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the worldwide machine tool industry, particularly for grinding machines. For the Measurement Segment, the Company designs, manufactures and sells laser and white light sensors for distance, dimensional and area measurement for a wide variety of commercial applications and measurement products that accurately measure the fill levels of tanks holding propane, diesel and other tank-based liquids and transmit that data via satellite to a secure web site for display. The Company also provides sales and service for Europe and Asia through its wholly owned subsidiary, Schmitt Europe Limited (SEL), located in Coventry, England and through its sales representative office located in Shanghai, China.
CORPORATE OFFICE:
2765 NW NICOLAI ST. ● PORTLAND, OREGON 97210 ● 503/227-7908 ● FAX 503/223-1258
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