-----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, EEu4FwNJzm/+CfvI51MC8D91GOaY3eaKfGYD8yx5PoM+CiCpEqE5EnTd3q2ldI+E zCwL2US/rH2TikstybSFHw== 0001050502-07-000112.txt : 20070405 0001050502-07-000112.hdr.sgml : 20070405 20070405145952 ACCESSION NUMBER: 0001050502-07-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGLOBAL CORP CENTRAL INDEX KEY: 0000933738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 880322261 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14217 FILM NUMBER: 07751660 BUSINESS ADDRESS: STREET 1: 654 N. SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060-5914 BUSINESS PHONE: 281-878-1000 MAIL ADDRESS: STREET 1: 654 N. SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060-5914 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL DATA SYSTEMS CORP DATE OF NAME CHANGE: 19970123 8-K 1 englobal8k4-2.txt 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 2, 2007 ENGlobal Corporation -------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada ------ (State or Other Jurisdiction of Incorporation) 001-14217 88-0322261 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 654 N. Sam Houston Pkwy E., Suite 400, Houston, Texas 77060-5914 - ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) 281-878-1000 ------------ (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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 3, 2007, ENGlobal Corporation (the "Company") announced the appointment of William A. Coskey, P.E., to the position of Chief Executive Officer, effective immediately. ENGlobal's former Chief Executive Officer, Michael L. Burrow, P.E., announced his retirement from the positions of director and Chief Executive Officer, effective April 2, 2007. Mr. Burrow will remain with the Company as President until May 18, 2007, to facilitate an orderly transition. Mr. Coskey will continue to serve as the Company's Chairman of the Board, and will take over as the Company's President on Mr. Burrow's departure. Also, on April 3, 2007, the Company's Board of Directors voted to reduce the number of directors from five to four. Mr. Coskey, age 54, has served as Chairman of the Board since June 2005. He founded ENGlobal Corporation in 1985 and, until December 2001, served as Chairman of the Board, Chief Executive Officer, and President of the Company. From 2001 to 2003, he served as Chief Operating Officer and held the position of President from 2001 to June 2005. Mr. Coskey, an honors graduate, received a Bachelor of Science in Electrical Engineering from Texas A&M University in 1975 and is a Registered Professional Engineer. Mr. Coskey is a party to a written employment agreement with the Company, which provides for a base salary of $245,000, subject to discretionary increases by the Board of Directors. Additionally, Mr. Coskey receives health, life, and other insurance benefits in accordance with the terms of the Company's benefit plans, and the Company provides Mr. Coskey with management level support services and reimbursement for specified business expenses. Mr. Coskey's employment agreement provides for severance payments and benefits in the case of termination of employment. If employment ends because of death, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to that date. In the case of disability, salary and benefits would generally be maintained by the Company on behalf of Mr. Coskey for up to six months of disability and for a period of six months following the date of termination, and Mr. Coskey would receive health and life insurance benefits in accordance with the terms of the Company's benefit plans during that period. At the Company's option, reduced severance payments and full benefits may be extended for an additional six-month period following the initial period of severance for disability. If the Company terminates Mr. Coskey's employment for "cause," as defined in the employment agreement, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to the effective date of termination. If the Company terminates Mr. Coskey's employment without "cause," as defined in the employment agreement, the Company will continue to pay him for a period of six months following the date of termination and, at the Company's option, reduced severance payments and full benefits may be extended for an additional six-month period following the initial severance period, in exchange for an extension of Mr. Coskey's non-competition and non-solicitation obligations under his employment agreement. Mr. Coskey's employment agreement includes a covenant not to compete for a period of up to one year following termination of employment, as well as confidentiality provisions as are customary in nature and scope, for such agreements. Item 8.01 Other Events On April 3, 2007, the Company issued a press release announcing Mr. Coskey's appointment. A copy of the press release is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description -------------- ----------- 99.1 ENGlobal Corporation press release dated April 3, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENGlobal Corporation Date: April 5, 2007 By: /s/ Natalie S. Hairston --------------------------------- Natalie S. Hairston, Investor Relations Officer, Chief Governance Officer, and Corporate Secretary EXHIBIT LIST Exhibit Number Description - -------------- ----------- 99.1 ENGlobal Corporation press release dated April 3, 2007. EX-99.1 2 englobal8k4-2991.txt PRESS RELEASE EXHIBIT 99.1 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ENGlobal Corporation CONTACT: Natalie S. Hairston (281) 878-1000 ir@ENGlobal.com --------------- ENGLOBAL NAMES NEW CHIEF EXECUTIVE OFFICER HOUSTON, TX, April 3, 2007 - ENGlobal Corporation (AMEX: ENG), a leading provider of engineering and professional services, today announced that its Board of Directors has appointed William A. Coskey, P.E., to the position of Chief Executive Officer effective immediately. ENGlobal's former Chief Executive Officer, Michael L. Burrow, P.E., recently announced his retirement, but will remain with the Company until May 18, 2007 to facilitate an orderly transition. Mr. Coskey, age 54, is ENGlobal's founder and has served as the Company's Chairman of the Board since June 2005. At varying times in the Company's history, he has held the additional titles of President, Chief Operating Officer and Chief Executive Offer. Mr. Coskey, an honors graduate, received a Bachelor of Science in Electrical Engineering from Texas A&M University in 1975 and is a Registered Professional Engineer. Mr. Burrow, stated, "After contemplating retirement for some time, I have decided that this is an appropriate time to take that step. I now believe ENGlobal has recovered from the negative effects of some of our more recent challenges, resulting in good fundamentals and strong 2007 earnings potential. I have great confidence in our experienced management team, many of whom I have worked with during my 38 year career. I plan to devote my future years to family, civic and personal activities. I have enjoyed my association with the Company, its Board, and management and I remain enthusiastic about the future of ENGlobal." William A. Coskey, P.E., ENGlobal's Chairman and Chief Executive Officer said, "Mike has had an outstanding career, and is well respected as a leader at the highest levels of our industry. I join everyone at ENGlobal in thanking Mike for his dedication and his many contributions on behalf of the Company." About ENGlobal Corporation - -------------------------- ENGlobal Corporation provides engineering, automation systems, field inspection, and land management and regulatory services principally to the petroleum refining, petrochemical, pipeline, production, and process industries throughout the United States and internationally. The Company, with its subsidiaries, now employs over 2,200 employees in 18 offices and occupies over 400,000 square feet of office and manufacturing space. In 2004 and 2005, the Company was named the #1 fastest growing engineering firm in the United States and Canada by ZweigWhite and was ranked #2 in 2006 and 2003. Further information about the Company and its subsidiaries is available at www.ENGlobal.com. ~ more ~ - -------------------------------------------------------------------------------- 654 N. Sam Houston Parkway E. o Suite 400 o Houston, Texas 77060 www.ENGlobal.com ENGlobal Corporation Press Release April 3, 2007 Page 2 Safe Harbor for Forward-Looking Statements - ------------------------------------------ Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to; (1) the Company's ability to achieve its business strategy while effectively managing costs and expenses; (2) the Company's ability to successfully and profitably integrate acquisitions; and (3) the continued strong performance of the energy sector. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements set forth in the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings. Also, the information contained in this press release is subject to the risk factors identified in the Company's most recent Form 10-K. Click here to join our email list: http://www.b2i.us/irpass.asp?BzID=702&to=ea&s=0. - ------------------------------------------------ ### -----END PRIVACY-ENHANCED MESSAGE-----