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): August 15, 2013 (August 14, 2013)
QUALITY DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-24180 | 59-3239073 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4041 Park Oaks Drive, Suite 200
Tampa, Florida 33610
(Address of principal executive offices including Zip Code)
(813) 630-5826
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective August 14, 2013, the Board of Directors of Quality Distribution, Inc. (the “Company”) amended the Amended and Restated By-Laws of the Company. The amendments empower the Company’s newly appointed lead independent director and its Chief Executive Officer, in addition to all of those persons who are currently so empowered, to call special meetings of the Board of Directors. The Amended and Restated By-Laws of the Company are otherwise unchanged.
The foregoing description is qualified in its entirety by reference to the Amendment to Amended and Restated By-Laws of the Company, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated August 15, 2013, which contains information regarding the Company’s newly appointed lead independent director and Chairman of the Board.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated in any filing under the Securities Act of 1933 or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
The previously announced contingent resignations as directors of M. Ali Rashid and Thomas M. White, Chairman of the Board, became effective on August 14, 2013. Gary R. Enzor, our Chief Executive Officer, has been appointed Chairman of the Board. Alan H. Schumacher, who has served on our Board of Directors since 2004, has been appointed to the newly created role of lead independent director. As lead independent director, Mr. Schumacher will lead executive sessions of the independent directors of the Board, will have the authority to call special meetings of the Board of Directors and will have other powers and authority designed to facilitate the independence and proper functioning of the Board of Directors.
Also in connection with the previously announced resignations of Messrs. Rashid and White, the Board of Directors committee compositions have changed. The compensation committee is now comprised of: Richard B. Marchese, Thomas R. Miklich and Mr. Schumacher, with Mr. Miklich serving as chairman. The Board has determined that each member of the compensation committee is independent and satisfies the further independence requirements for compensation committee members expected to become effective in 2014, all within the meaning of applicable NASDAQ rules. The corporate governance committee is now comprised of: Mr. Miklich, Annette M. Sandberg and Mr. Schumacher, with Ms. Sandberg serving as chairman. The Board has determined that each member of the corporate governance committee is independent within the meaning of applicable NASDAQ rules. The composition of the audit committee is unchanged while the executive committee has been dissolved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. | |
| 99.1 | Press Release of Quality Distribution, Inc. dated August 15, 2013 | |
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.
| QUALITY DISTRIBUTION, INC. | ||||||
| (Registrant) | ||||||
| Dated: August 15, 2013 | By: | /s/ John T. Wilson | ||||
| Name: | John T. Wilson | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. | |
| 99.1 | Press Release of Quality Distribution, Inc. dated August 15, 2013 | |
Exhibit 3.1
AMENDMENT TO
AMENDED & RESTATED BY-LAWS OF
QUALITY DISTRIBUTION, INC.
August 14, 2013
The undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to the Amended & Restated By-Laws (the “By-Laws”) of the Corporation as follows:
RECITAL
WHEREAS, the Board of Directors (the “Board”) determined that the By-Laws of the Company should be amended to permit the Board to determine by resolution the number of directors that the entire Board comprises.
AMENDMENT
THEREFORE, the Board, acting pursuant to Section 607.1020 of the Florida Business Corporation Act (the “FBCA”) and Article XIV of the By-Laws, acting at duly called meeting thereof on the date first written above, amended Article III, Section B of the By-Laws, to delete all existing text and replace it in its entirety with the following:
SECTION E. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President or, if the corporation then has a lead independent director (or other director of comparable authority who is not the Chairman of the Board) constituted as such pursuant to corporate governance guidelines or other policy duly adopted by the Board, by such director. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by him or them, as the case may be. If no such designation is made, the place of meeting shall be the principal office of the corporation in the State of Florida.
The effective date of this Amendment is the date first written above.
Henceforth all references in the By-laws to the term “by-laws” shall be deemed to refer to the By-laws as amended by this Amendment. This Amendment supplements and is hereby made a part of the By-laws, and the By-laws and this Amendment shall, from and after the date hereof, be read together and shall constitute the By-laws of the Corporation within the meaning of the FBCA.
IN WITNESS WHEREOF, the undersigned hereby certifies the due adoption of this Amendment to the Amended & Restated By-Laws of the Corporation in his capacity as Secretary of the Corporation.
| /s/ John T. Wilson |
| John T. Wilson |
| Secretary |
Exhibit 99.1
Gary R. Enzor Named Chairman of Quality Distribution, Inc. and Alan H. Schumacher Named Lead Independent Director
TAMPA, Fla., Aug. 15, 2013 — Quality Distribution, Inc. (Nasdaq: QLTY) (“Quality”) announced today that its Board of Directors has elected Chief Executive Officer Gary R. Enzor as its new chairman of the Board of Directors and named Alan H. Schumacher to the newly created position of lead independent director, effective immediately. Mr. Enzor succeeds Thomas M. White who, as previously announced, resigned from the Board in connection with the recently completed share sale by certain shareholders, including Apollo Global Management, LLC.
“Gary has been CEO of Quality for six years and during that time has proven himself with outstanding leadership and understanding of the logistics industry,” said Mr. Schumacher. “I am pleased that Gary has accepted the additional leadership position of chairman of the Board. His strategic leadership and deep industry knowledge will be of great benefit to both the company and to our shareholders in this added role.”
Mr. Enzor has been CEO of Quality since 2007 and been a member of the Board of Directors since 2008. Prior to joining the company, Mr. Enzor served as Executive Vice President and Chief Financial Officer of Swift Transportation Company, Inc. and held executive positions with Dell Computer and Honeywell.
The Board named Mr. Schumacher to the newly-created position of lead independent director as a continuation of Quality’s focus on sound corporate governance and to maintain strong oversight by the Board’s independent directors. As lead independent director, Mr. Schumacher will preside over executive sessions of the independent directors and work closely with the chairman. Four of the five members of the Board are independent.
“Alan has distinguished himself as chair of our Audit Committee over the last nine years and his knowledge, experience and insights will serve us well in his new role as lead independent director. Alan’s new role will also further our strong governance practices and ensure an independent leadership voice, while facilitating the Board’s productivity and efficiency,” said Mr. Enzor.
Schumacher has been a director of Quality since May 2004. Mr. Schumacher was a member of the Federal Accounting Standards Advisory Board from 2002 to 2012. From 1977 to 2000, he served in various financial positions at American National Can and American National Can Group, the last four years serving as Executive Vice President and Chief Financial Officer. Mr. Schumacher is a director of BlueLinx Holdings, Inc., EVERTEC, Inc., North American Bus Industries, School Bus Holdings, Inc. and Noranda Aluminum Holding Corporation.
About Quality
Headquartered in Tampa, Florida, Quality operates the largest chemical bulk logistics network in North America through its wholly-owned subsidiary, Quality Carriers, Inc., and is the largest North American provider of intermodal tank container and depot services through its wholly-owned
subsidiary, Boasso America Corporation. Quality also provides logistics and transportation services to the unconventional oil and gas industry including crude oil, fresh water, and production fluids, through its wholly-owned subsidiaries, QC Energy Resources, Inc. and QC Environmental Services, Inc. Quality’s network of independent affiliates and independent owner-operators provides nationwide bulk transportation and related services. Quality is an American Chemistry Council Responsible Care® Partner and is a core carrier for many of the Fortune 500 companies that are engaged in chemical production and processing.
| Contact: | Joseph J. Troy |
| Executive Vice President and Chief Financial Officer |
| 800-282-2031 ext. 7195 |