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) June 5, 2023

 

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.)

 

11740 Katy Fwy – Energy Tower III, 11th floor

Houston, TX

 

77079

(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 June 5, 2023, ENGlobal Corporation (the “Company”), through its subsidiary ENGlobal U.S., Inc., entered into a settlement agreement (the “Agreement”) with Roger Westerlind, former President of the Company, to settle all claims and allegations that arose from Mr. Westerlind’s Employment Agreement and termination of employment. In exchange for a release of claims by Mr. Westerlind in favor of the Company and customary non-disparagement protection, the Company will pay Mr. Westerlind a total of $60,000 in equal installments on June 5, 2023, July 5, 2023, and August 5, 2023. 

 

The foregoing summary of the Agreement does not purport to be a complete description of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is included with this Current Report on Form 8-K:

 

Exhibit No.

 

Description

 

 

 

Exhibit 10.1

 

Settlement Agreement between Roger Westerlind and ENGlobal U.S., Inc.

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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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)

 

 

 

 

 

June 8, 2023

 

/s/ Darren W. Spriggs

 

(Date)

 

Darren W. Spriggs,

Chief Financial Officer, Treasurer

and Corporate Secretary

 

 

 
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Exhibit Index

 

Exhibit No. 

 

Description

 

 

 

10.1

 

Settlement Agreement between Roger Westerlind and ENGlobal U.S., Inc.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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