Global Power Equipment Group Inc. (OTCMKTS:GLPW) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial
Condition.
On March15, 2017, Global Power Equipment Group Inc. (the
Company) issued a press release (the press
release) reporting its financial results for 2015 and
restated financial results for prior periods and preliminary 2016
financial result estimates. A copy of the Companys press release
is attached hereto as Exhibit99.1 and is incorporated herein by
reference.
The information in this Item 2.02, including Exhibit99.1, shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as
amended (the Securities Act), or the Exchange Act,
regardless of the general incorporation language contained in
such filing. Without limiting the generality of the foregoing,
the text of press release entitled Forward Looking Statements and
Cautionary Note Regarding Preliminary Estimates are incorporated
by reference into this Item 2.02.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In December2016, the Company announced that Timothy M. Howsman,
the Companys Principal Financial Officer and Products Division
Chief Financial Officer, had advised the Company he planned to
retire upon completion of the restatement of certain of the
Companys historical financial information and the filing with the
U.S. Securities and Exchange Commission (the SEC) of the
Companys Annual Report on Form10-K for the year ended December31,
2015 (the 2015 10-K). The Company also announced that
upon Mr.Howsmans retirement, Craig E. Holmes, who has been
serving as Senior Vice President of Finance, would assume the
role of Chief Financial Officer and Principal Financial Officer
and Mark F. Jolly, who has been serving as Vice President
Finance, would become Chief Accounting Officer and Principal
Accounting Officer.
The 2015 10-K was filed with the SEC on March15, 2017, and
effective March16, 2017, Mr.Howsman retired from his employment
with the Company. Effective March16, 2017, Mr.Holmes was
appointed Chief Financial Officer and Principal Financial Officer
and Mr.Jolly was appointed Chief Accounting Officer and Principal
Accounting Officer.
Craig E. Holmes, 59, has served as the Companys Senior Vice
President of Finance since September2015. Previously, he served
as the Chief Financial Officer of Goodman Networks Incorporated,
from October2014 to March2015. Prior to this he served as Chief
Financial Officer of Sizmek,Inc. (formerly Digital
Generation,Inc.), a publicly traded open ad management platform
company, from October2012 through its spinoff, merger and company
relocation in May2014. Mr.Holmes served as Chief Financial
Officer of Quickoffice,Inc., a global leader in mobile
productivity solutions, from May2011 through its sale to
Google,Inc. in July2012. From November2009 to April2011,
Mr.Holmes provided advisory and consulting services to the board
and management of Enfora Inc., a privately held global
manufacturing and software development company. Mr.Holmes also
previously served as Chief Financial Officer at two publicly
traded corporations, EXCEL Communications (April1995 to May1999)
and Intervoice,Inc. (August2003 to November2009). Mr.Holmes began
his career at Arthur Andersen, where he rose to Partner level
before leaving to join EXCEL Communications. He currently serves
on the board of directors of Hobi International,Inc., where he
has served since August2009, and Independent Bank Group, where he
has served since April2013 and currently serves as chairman of
the audit committee.
Mr.Jolly, 56, has served as the Companys Vice President Finance
since December2016. Previously, Mr.Jolly served as Corporate
Controller with the Vought Aircraft Division of Triumph
Group,Inc., beginning in February2009, and as its principal
accounting officer, beginning in May2009. From July2008 to
February2009, Mr.Jolly was a partner of Tatum, LLC, where he
provided clients with financial leadership and other
project-specific services in the areas of financial controls,
mergers and acquisitions. From September2006 to November2007,
Mr.Jolly served as Corporate Vice President, principal accounting
officer and Global Controller of Thermadyne Holdings Corporation,
where he was responsible for all accounting, financial and SEC
reporting functions. From August2005 until September2006,
Mr.Jolly served as Chief Financial Officer of idX Corporation,
where his responsibilities included oversight of idX Corporations
accounting, financial, treasury and information technology
departments. From October2000 until June2005, Mr.Jolly served as
Global Controller for Koch Industries,Inc. John Zink in the areas
of accounting, finance and information technology, and from
June1986 through September2000, Mr.Jolly
worked for General Dynamics Corporation in a variety of finance
related roles of increasing responsibility. Mr.Jolly began his
career with PricewaterhouseCoopers in 1982 and is a Certified
Public Accountant.
There are no family relationships involving either Mr.Holmes or
Mr.Jolly that would require disclosure under Item 401(d)of
Regulation S-K. There are no current or proposed transactions
in which they or any member of their immediate family has, or
will have, a direct or indirect material interest that would
require disclosure under Item 404(a)of Regulation S-K.
In connection with his initial appointment as Vice President,
Finance in October2016, Mr.Jolly entered into an offer letter
(the Offer Letter) with the Company, dated November8,
2016. Under the terms of the Offer Letter, Under the terms of
the Offer Letter, Mr.Jolly was appointed Vice President,
Finance with the expectation that he would be appointed Chief
Accounting Officer and Principal Accounting Officer following
the Companys filing of its amended Form10-K containing restated
historical financial information. The Offer Letter further
provided that Mr.Jolly would receive an annual base salary of
$260,000 and a target short-term incentive opportunity of 40%
of annual base salary. Mr.Jolly also received a 2016 long-term
incentive award of 19,000 Performance-Based Restricted Stock
Units (PRSUs), and Time-Based Restricted Stock Units
(TRSUs) with a delivered value of $43,750. The number
of TRSUs will be determined based on the average closing price
of Global Powers common stock for the five trading days ending
on the 30th day following the Companys submission of restated
financial information to the SEC. The performance objective for
the PRSUs is the achievement of a trading price per share
greater than or equal to $5.50 for any period of 30 consecutive
trading days prior to August5, 2021. The PRSUs are scheduled to
vest in equal amounts on March31, 2017 and March31, 2018 (50%
on each date), subject to the achievement of the performance
objective and Mr.Jollys continued employment. Mr.Jolly was also
granted a one-time payment of (a)$20,000 (less applicable
withholdings) on the first payroll date after he joined the
Company; and (b)an additional 2,500 PRSUs and 2,500 TRSUs,
subject to the same vesting conditions described above.
The terms of Mr.Holmes employment are described in the Companys
Current Report on Form8-K, filed with the SEC on September25,
2015, and Annual Report on Form10-K, filed on March15, 2017,
and are incorporated herein by reference.
The foregoing description does not constitute a complete
summary of the terms of the Offer Letter, and the foregoing is
qualified in its entirety by reference to the full text of the
Offer Letter, which is filed as Exhibits 10.1 to this Form8-K
and incorporated by reference herein. All capitalized terms
used but not defined herein have the meanings set forth in the
Offer Letter.
Item 7.01 Regulation FD
Disclosure.
The Company made available a Company Information Presentation
beginning on March15, 2017, relating to its financial results
for 2015 and restated financial results for prior periods and
preliminary 2016 financial result estimates. The Company
Information Presentation may be accessed within the investor
relations section of Global Powers website,
http://www.globalpower.com. A copy of the Company Information
Presentation is attached hereto as Exhibit99.2 and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit99.2, shall
not be deemed to be filed for purposes of Section18 of the
Exchange Act, or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement or other document filed under the
Securities Act or the Exchange Act, regardless of the general
incorporation language contained in such filing. Without
limiting the generality of the foregoing, the text of the
slides in the Company Information Presentation entitled Forward
Looking Statements and Cautionary Note Regarding Preliminary
Estimates are incorporated by reference into this Item 7.01.
|
Item 9.01 |
Financial Statements and Exhibits. |
|
|
(d) |
Exhibits |
|
|
10.1 |
Mark Jolly Offer Letter, dated November8, 2016. |
|
|
99.1 |
Press Release, dated March15, 2017 of Global Power |
|
|
99.2 |
Company Information Presentation. |
About Global Power Equipment Group Inc. (OTCMKTS:GLPW)
Global Power Equipment Group Inc. is a design, engineering and manufacturing company providing an array of equipment and services to the global power infrastructure, energy and process industries. The Products segment includes two primary product categories: Mechanical Solutions, which designs, engineers and manufactures a portfolio of equipment for utility-scale natural gas turbines, and Electrical Solutions, which provides custom-configured electrical houses and generator enclosures for various industries. The Services segment provides lifecycle maintenance, repair, on-site specialty support, outage management, construction and fabrication services for the power generation, industrial, chemical/petrochemical processing, and oil and gas industries. Its products portfolio span from auxiliary equipment for gas turbines to small, high alloy parts, such as seals, shims and brackets. It also offers a range of services that have been managing plant asset value. Global Power Equipment Group Inc. (OTCMKTS:GLPW) Recent Trading Information
Global Power Equipment Group Inc. (OTCMKTS:GLPW) closed its last trading session up +0.12 at 5.05 with 82,585 shares trading hands.