-----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,
T1Q8o0FQMgLXzh0wIYM7u2YLRQNVg2E8D9iKpULK5itIPpsnpsJR0stCimlUY5YK
eYUd/vVxp9XWJ0Fqq/T27A==
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) September 12, 2005 --------------------- SYNALLOY CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19687 57-0426694 ------------------ -------------------------------------- ------------------ (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Croft Industrial Park, P.O. Box 5627, Spartanburg, SC 29304 29304 ---------------------------------------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 585-3605 --------------------- INAPPLICABLE ------------------------------------------------------------------------------------ (Former name or former address if changed since last report) <page> 1 ITEM 1.01. Entry into a Material Definitive Agreement The Registrant has entered into an Agreement and General Release with Ralph Matera, its departing president and chief executive officer, effective September 30, 2005, which provides for a total payment of $50,000, paid monthly, for consulting services for a term of three months ending December 31, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Agreement and General Release between Registrant and Ralph Matera dated <page> 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. SYNALLOY CORPORATION By: /S/ GREGORY M. BOWIE ------------------------------------------ Gregory M. Bowie Vice President, Finance & Chief Financial Officer
September 12, 2005.
Dated: September 14, 2005
<page> 3
Exhibit Number |
|
------------- |
-------- |
Agreement and General Release between Registrant and Ralph Matera dated |
<page> 4
STATE OF SOUTH CAROLINA ) |
|
AGREEMENT AND GENERAL RELEASE |
|
COUNTY OF SPARTANBURG ) |
THIS AGREEMENT made and entered as of this 12th day of September, 2005, by and between Synalloy Corporation (hereinafter referred to as the "Employer") and Ralph Matera (hereinafter, the "Employee").
WHEREAS, Employee is currently employed by the Employer in the position of President and Chief Executive Officer,
WHEREAS, Employee has decided that he will terminate his employment with Employer effective September 30, 2005, and thereafter render consulting services to Employer for a period of three (3) months;
WHEREAS, Employee recognizes and agrees that it shall be in the best interest of Employee and of the Employer that the terms and conditions of their agreements be expressly set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter made by Employee and the Employer, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by Employee and the Employer, it is agreed that:
Without limiting the generality of the foregoing, Employee acknowledges and agrees that he has knowingly relinquished, waived, and forever released any and all remedies which might otherwise be available, including, without limitation, claims of back pay, liquidated damages, interest, costs, punitive damages, or attorney's fees, and claims for employment or reemployment with the Employer.
Employee further agrees that monetary damages will not be sufficient to remedy the harm to the Employer if the Employee breaches this agreement, and hereby consents to the entry of injunctive relief to enforce this non-compete.
Employee affirms that he has carefully read this entire agreement and waiver of claims. Employee attests that he fully understands the extent and impact of its provisions and that he has been afforded the opportunity to discuss it with an attorney of his choice. Employee affirms that he is fully competent to execute this Agreement and that he does so voluntarily and without any coercion, undue influence, threat, or intimidation of any kind or type.
[Signatures Omitted]