INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
The information provided under Item 2.01 is incorporated by reference into this Item 2.04.
On December 16, 2019 (the “Separation Date”), to the Agreement and Release (the “Release”) dated as of December 16, 2019, by and between the Company and Todd Phillips, attached hereto as Exhibit 10.1 and incorporated herein by reference, Mr. Phillips’ full-time employment with the Company was terminated by Company action without Cause (as defined in the Employment Agreement by and between the Company and Mr. Phillips dated January 1, 2018 (the “Employment Agreement”)). to the Release, the Company will provide Mr. Phillips with severance pay in an amount equal to Mr. Phillips’ base salary rate in effect immediately before the Separation Date,i.e., $300,000, payable on the first normal payroll date following the receipt of the fully executed Release, so long as such date is on or after December 27, 2019. In addition, to the Release, the Company will pay the COBRA Premium (as defined in the Employment Agreement) during the 12-month period following the Separation Date.
The information provided under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the consummation of the Transaction, the Company notified the Nasdaq Stock Market (the “Nasdaq”) on December 20, 2019 that the Company expects to file a Form 25 with the SEC on December 30, 2019, to remove the Company’s common stock from listing on the Nasdaq and to deregister the Company’s common stock to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Additionally, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Company’s common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
On December 16, 2019, the Company issued a press release relating to the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this item 8.01 by reference.
As previously announced, the Company intends to dissolve and to distribute a portion of the proceeds from the Transaction to its shareholders. The initial distribution amount, anticipated to occur within thirty days of the Closing Date, will be determined by the Company’s board of directors and will be subject to the satisfaction of the liabilities of the Company and certain assumptions. In determining the initial distribution amount, the Company’s board of directors will consider a number of factors, including estimates of post-closing dissolution costs, payment of liabilities retained on the Closing Date, and contingencies for unidentified liabilities and additional working capital adjustments. Additional monies may be distributed over time based on cash available, after reflecting any reserve for future contingent liabilities, operating costs and any other uses of cash.
(d) Exhibits
| *Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 19, 2019. |
INDUSTRIAL SERVICES OF AMERICA INC Exhibit
EX-10.1 2 ex101_1.htm EXHIBIT 10.1 EXHIBIT 10.1 AGREEMENT AND RELEASE This Agreement and Release (“Agreement and Release”) is made by and between Todd L. Phillips (hereinafter “Executive”) and Industrial Services of America,…
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About INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA)
Industrial Services of America, Inc. buys, processes and markets ferrous and non-ferrous metals, and other recyclable commodities. The Company operates through Recycling Segment. The Company’s Recycling Segment collects, purchases, processes, and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries and refineries. It buys, dismantles and sells used auto parts. It purchases ferrous and non-ferrous scrap metal from industrial and commercial generators of steel, iron, aluminum, copper, stainless steel and other metals, and from scrap dealers and retail customers who deliver these materials to its facilities. It processes scrap metal through sorting, cutting and baling. Its non-ferrous scrap recycling operations consist of collecting, sorting and processing various grades of copper, aluminum, stainless steel and brass. Its used automobile yard purchases automobiles so that retail customers can locate and remove used parts for purchase.