-----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, J8bDaN88THjjXK8a8f4u30vs+TqubUaDeEmE7ukM6fhAsKhW1iSfYfWW7SUAsaf5 +fUhwscu4wjXGuklcRuQ5g== 0000095953-10-000026.txt : 20100929 0000095953-10-000026.hdr.sgml : 20100929 20100928173123 ACCESSION NUMBER: 0000095953-10-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100928 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100929 DATE AS OF CHANGE: 20100928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNALLOY CORP CENTRAL INDEX KEY: 0000095953 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 570426694 STATE OF INCORPORATION: DE FISCAL YEAR END: 0809 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19687 FILM NUMBER: 101094648 BUSINESS ADDRESS: STREET 1: CROFT INDUSTRIAL PARK STREET 2: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 BUSINESS PHONE: 864-585-3605 MAIL ADDRESS: STREET 1: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 FORMER COMPANY: FORMER CONFORMED NAME: BLACKMAN UHLER INDUSTRIES INC DATE OF NAME CHANGE: 19710510 8-K 1 body.htm 8-K-9/28/2010-BRAM RESIGNATION body.htm

 
 
 

 
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 24, 2010
     
 
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)
  
 
 
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))
 
  
 


 
1
 

 

 
Section 5 – Corporate Governance and Management
 

 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 

 
(a)(1)           On September 24, 2010, Craig C. Bram resigned his position as a director of the Registrant.  At the time of his resignation, Mr. Bram was serving as a member of the Audit, Compensation and Long-Term Incentive and Nominating/Corporate Governance Committees.  As he expressed in the email to the Board of Directors in which he tendered his resignation, the Board understands that the reason for Mr. Bram’s resignation is his belief that his opinions concerning the strategic direction of the Registrant differ from those of the other Board members.
 

 
   (2)           Attached as Exhibit 17 is a copy of the email to the Board of Directors in which Mr. Bram tendered his resignation and set forth his reasons for resignation.
 

 
   (3)           The Registrant has provided Mr. Bram with a copy of this Form 8-K, and advised him of his opportunity to furnish the Registrant as promptly as possible with a letter stating whether he agrees with the statements made in this Form 8-K, and, if not, stating the respects in which he does not agree.  The Registrant will file any letter received by Mr. Bram as an exhibit by an amendment to this Form 8-K pursuant to the requirements of Item 5.02(a)(3).
 

 
Section 9 – Financial Statements and Exhibits
 

 
Item 9.01  Financial Statements and Exhibits
 

 
 
(d)  Exhibit 17
Email correspondence relating to resignation of Craig C. Bram as director

 
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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/ Richard D. Sieradzki
Richard D. Sieradzki
Chief Financial Officer and Principal Accounting Officer
 
Dated: September 28, 2010
 


 
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Exhibit Number
 
Name
   
17
Email correspondence relating to resignation of Craig C. Bram as director
 


 
4
 

EX-17 2 ex17.htm BRAM RESIGNATION LETTER ex17.htm
 
 
 
 
Exhibit 17
 
 
To:                      Board of Directors of Synalloy
 
From:                Craig Bram
 
RE:                     Resignation
 
Date:                  September 24, 2010
 

 
After many discussions with the Board of Directors concerning the strategic direction of the company, it is clear that we continue to disagree on the best approach going forward.  I have recommended two possible strategies:  1.) Build a diversified industrial company through the sale of Brismet Pipe and the reinvestment of those proceeds in new acquisitions; or 2.) the sale of the entire company.  While I believe that either of these strategies allows shareholders to maximize their investment in Synalloy, I have not been able to convince my fellow Board members.
 
At this point, I think it is counterproductive for me to remain on the Board of Directors.  Please accept my resignation from the Board, effective immediately.
 

 
 Sincerely,
 
                     Craig
 

 
 
 

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