eng_8k
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 23, 2021
ENGlobal Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-14217
|
|
88-0322261
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
654 N. Sam Houston Parkway E., Suite 400,
Houston, Texas
|
|
77060-5914
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 281-878-1000
(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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
Common Stock, $0.001 par value
|
ENG
|
The Nasdaq Stock Market LLC
|
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.
On
February 24, 2021, William A. Coskey, P.E., the Chief Executive
Officer, President and Chairman of the Board of Directors (the “Board”)
of ENGlobal Corporation (the “Company”),
notified the Board that, effective March 12, 2021, he will be
retiring and stepping down from his officer positions with the
Company and its subsidiaries. Mr. Coskey will continue with the
Company in his present role as Chairman of the
Board.
On February 24, 2021, the Board appointed (i) Mark A. Hess, the
Company’s Chief Financial Officer, Treasurer and Corporate
Secretary, as the Company’s Chief Executive Officer, (ii)
Roger Westerlind, the President of the Company’s subsidiary,
ENGlobal U.S., Inc., as the Company’s President, and (iii)
Darren Spriggs, the Company’s Corporate Controller, as the
Company’s Chief Financial Officer, each such appointment to
be effective March 12, 2021.
Mr. Hess, age 62, has served as Chief Financial Officer and
Treasurer of the Company since September 2012 and served as interim
Chief Financial Officer from June 2012 to September 2012. Mr. Hess
previously served as the Company’s Corporate Controller from
July 2011 until June 2012. Mr. Hess assumed the Corporate Secretary
responsibilities in December 2017. Prior to joining the Company,
Mr. Hess served as Vice President and Chief Accounting Officer of
Geokinetics, Inc., a publicly-traded seismic data service company,
from April 2008 to April 2010. From November 2004 to April
2008, he served as Director of Finance for CGGVeritas, a
publicly-traded seismic data service company. In total, he has over
35 years of experience in various accounting, merger and
acquisition, and finance roles primarily in public companies. Mr.
Hess is a licensed CPA in the state of Texas and holds a Bachelor
of Business Administration in Accounting from the University of
Houston.
Mr.
Westerlind, age 65, has served as
President of the Company’s subsidiary, ENGlobal U.S., Inc.,
since December 2020 and is responsible for Engineering,
Procurement and Construction (EPC), Automation and Business
Development. Prior to joining the
Company, Mr. Westerlind was a consultant for InterOil Group
on business development, project management and project execution
activities from 2016 to December 2020. Mr. Westerlind served as
President-International Division of Dynamic Industries from 2004 to
2016, where he spearheaded that company’s strategy for
international operations and major project development. Through
these efforts, he helped reposition Dynamic Industries from a small
local Louisiana fabrication and maintenance company to an
internationally recognized engineering and construction management
contractor for large multinational, integrated oil and gas
companies as well as large engineering and construction firms.
Prior to joining Dynamic Industries, from 1989 to 2004, Mr.
Westerlind held various senior positions with ABB, a leader in
power and automation technologies enabling utility and industrial
customers to improve performance while lowering environmental
impact. His most recent position with ABB was Vice President, ABB
Lummus Global Oil & Gas, where he marketed the company’s
process technologies, project management and engineering,
procurement and construction management services to the oil and
gas, petrochemical and refining industries worldwide. Mr.
Westerlind holds a degree in Electronics Engineering from
Göteborgs Tekniska Institut (GTI) and an MBA from IHM Business
School, both in Gothenburg, Sweden.
Mr. Spriggs, age 51, has served as Corporate Controller of the
Company since June 2019. Prior to joining the Company, Mr. Spriggs
served as Director of Accounting for ABM Industries Inc., a Fortune
500 company providing end-to-end facility solutions to commercial,
industrial and governmental facilities, from April 2008 to June
2019. From 2007 to 2008, he served as Financial Planning Manager
for Kinder Morgan, Inc., a major midstream energy company whose
pipeline network transports natural gas, refined petroleum products
and crude oil. From 2002 to 2007, Mr. Spriggs served as a Financial
Reporting Manager for David Weekley Homes, the largest privately
held homebuilder in the U.S. From 2000 to 2002, he served as
Assistant Controller for American Tower Inc., a leading independent
owner, operator and developer of broadcast and wireless
communication towers. Mr. Spriggs is a licensed CPA and CMA in
the state of Texas, and holds a Bachelor of Business Administration
in Accounting from the Texas A&M University.
There
are no arrangements or understandings between Messrs. Hess,
Westerlind or Spriggs and any other person pursuant to which he was
selected as an officer of the Company. There are no family
relationships between Messrs. Hess, Westerlind or Spriggs and
any director or executive officer of the Company, and Messrs. Hess,
Westerlind and Spriggs have no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K. To the extent that any information called for by
Item 5.02(c)(3) is not determined or is unavailable, the Company
will provide such information, if required, in an amendment to this
Current Report on Form 8-K within four business days after the
information is determined or becomes available.
On
February 23, 2021, Randall B. Hale, a member of the Board and the
Chairman of the Audit Committee of the Board, notified the Board that he was resigning
effective immediately. Mr. Hale’s resignation was not due to
any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices. On February 24,
2021, the Board appointed Kevin M. Palma, a Director and an Audit
Committee Financial Expert, as Chairman of the Audit
Committee of the Board.
Item 7.01 Regulation FD Disclosure.
On
March 1, 2021, the Company issued a press release announcing recent
changes in the Company’s management. The press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K, and is
incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the foregoing
information, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, nor shall such information and Exhibit
be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are included with this Current Report on Form
8-K:
Press Release dated
March 1, 2021
SIGNATURE
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.
|
|
ENGlobal Corporation
|
|
|
(Registrant)
|
|
|
|
March 1, 2021
|
|
/s/ MARK A. HESS
|
(Date)
|
|
Mark A.
Hess,
Chief Financial Officer, Treasurer
and Corporate Secretary
|