UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 15, 2015
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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0-5286 |
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38-0715562 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2700 West Front Street
Statesville, NC 28677
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (704) 873-7202
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On July 16, 2015, Kewaunee Scientific Corporation (the Company) announced that D. Michael Parker, the Companys
Senior Vice President, Chief Financial Officer, Treasurer and Secretary will retire at the end of the calendar year 2015. Mr. Parker remains Chief Financial Officer and will continue with the Company through his retirement date.
(e) The Company entered into a Separation Agreement (the Agreement) with Mr. Parker in conjunction with his planned
retirement from the Company. Under the Agreement, contingent upon Mr. Parker continuing to perform his job duties and any requested transition duties, as defined in the Agreement, through December 31, 2015, his execution of certain
releases as described in the Agreement, and his compliance with certain confidentiality obligations, he will receive payments in 18 equal monthly installments of $15,904 beginning January 2016 and continuing through June 30, 2017, and he will
be able to participate in the Companys group medical and dental insurance plans through June 30, 2017 at the same cost as an active employee of the Company.
The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this
Report on Form 8-K and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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10.1 |
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Separation Agreement dated as of July 15, 2015 between Kewaunee Scientific Corporation and D. Michael Parker. |
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99.1 |
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Press Release of Kewaunee Scientific Corporation dated July 16, 2015. |
Page - 1
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.
Dated: July 20, 2015
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Kewaunee Scientific Corporation |
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By: |
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/s/ D. Michael Parker |
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D. Michael Parker |
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Senior Vice President, Finance and Chief Financial Officer |
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Exhibit 10.1
SEPARATION AGREEMENT
This SEPARATION AGREEMENT (the Agreement) is made and entered into by and between D. Michael Parker (Employee) and
Kewaunee Scientific Corporation (Kewaunee).
WHEREAS, Employee is currently employed by Kewaunee; and
WHEREAS, Employee and Company have decided Employee will retire and end Employees employment relationship with the Company, effective as
of December 31, 2015; and
WHEREAS, Employee and Kewaunee desire to resolve amicably any and all potential claims, disputes and other
matters between them based upon, arising from, or relating to Employees employment relationship with Kewaunee.
NOW THEREFORE, for
and in consideration of the mutual promises set forth below, it is hereby agreed by and between Employee and Kewaunee as follows:
1.
Separation From Employment.
a. Employee acknowledges and agrees that his employment relationship with
Kewaunee will be permanently and irrevocably severed as of December 31, 2015 (the Separation Date), and that Kewaunee has no obligation, contractual or otherwise, to hire, rehire, or reemploy Employee in the future.
b. Employees physical last day of work will be October 13, 2015, and then he will be allowed to use accrued vacation
that will extend his employment to the Separation Date. (If a replacement CFO begins work prior to October 13, 2015, the last physical day of work will be moved up to allow departure following a 2 week transition period of the new CFOs
date of hire.)
c. Through the date of the employment of the new CFO, or October 13, 2015, whichever comes first,
Employees position (including status, offices, titles, and reporting requirements), authority, duties and responsibilities shall be commensurate in all material respects with those currently held, except Employee shall no longer be required to
attend Kewaunee Scientific Board meetings, and after such date, Employee will no longer be an officer of the Company or a director of any of the Companys subsidiaries. Employee will be required to be in attendance and participate at the
August 26, 2015 Shareholder Meeting.
d. On the next regularly scheduled pay day following the Separation Date,
Employee will receive his/her final paycheck reflecting wages owed through the Separation Date, including any accrued but unused vacation.
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e. Payments of benefits, if any, under the employee benefit plans maintained by
Kewaunee and in which Employee participates will be made in accordance with applicable plan terms. Specifically, pursuant to the terms and conditions governing Employees options to acquire Kewaunee stock under the Kewaunee Scientific
Corporation 2008 Key Employee Stock Option Plan, Employee will be able to exercise otherwise exercisable options during the lesser of a three-year period following the Separation Date or the termination date specified in the option grant.
f. Employee acknowledges and agrees that his continued employment through the Separation Date and his receipt of the separation
payment and benefits described in paragraph 2 below is expressly contingent upon him performing all of his job duties and any requested transition duties in a competent and professional manner, without disruption. In the event that Employee fails to
perform his job duties and any requested transition duties in a competent and professional manner or engages in behavior that is disruptive or detrimental to Kewaunees business interests, his employment will be terminated immediately and he
will be entitled to no further salary or separation payment and benefits beyond such termination date.
2. Separation Payment and
Benefits. In consideration of the release and other obligations entered into pursuant to this Agreement, and contingent upon Employee executing an additional release as described in paragraph 4 below, Kewaunee agrees as follows:
a. Kewaunee will pay separation payments in the amount of Employees current base salary for 12 months, with an additional
10% amount in consideration of Employees tenure and position held with the Company, less normal and appropriate withholdings. The separation payments will be paid out in equal monthly installments over a period of 18 months, beginning in
January, 2016 and continuing through June 30, 2017.
b. Employee may continue to participate in Kewaunees
existing medical and dental plans through June 30, 2017. Employees portion of the medical and dental insurance premiums will be the same as if he were an active employee and will be deducted from the separation payments noted above.
Kewaunee reserves the right to end the benefit described in the Section 2.b prior to June 30, 2017, if Kewaunee determines, in its discretion, that it would subject Kewaunee to penalties under applicable laws.
c. Kewaunee will transfer Employees cell #704-928-6929 to Employees authority and allow him to keep the IPhone
currently in his possession if so desired. Kewaunee will maintain and pay for the existing cell service for that phone through his last day worked. Employees access to Kewaunees email system will cease as of last day worked. Kewaunee
will allow Employee to keep the Surface Pro tablet currently in his possession.
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3. Release. Employee, intending to be legally bound and for and in consideration of
the benefits described in this Agreement, does for himself/herself, his/her heirs, executors, administrators, successors and assigns hereby remise, release and forever discharge Kewaunee, its parents, subsidiaries, successors, predecessors,
affiliates, assigns, trustees, officers, agents and employees, and all persons, corporations or other entities who might be claimed to be jointly and severally liable with them (collectively, the Released Parties), from any and all
actions, claims, demands, charges, suits and damages whatsoever, including those based upon, arising from or relating to Employees employment relationship with Kewaunee or the termination of that relationship, whether known or unknown or
whether asserted or unasserted, from the beginning of time to the date of execution of this Agreement. This release includes, but is not limited to, claims under the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), Title
VII of the Civil Rights Act of 1964 and the Americans With Disabilities Act, claims for breach of contract, unpaid wages, wrongful, retaliatory or constructive discharge, intentional or negligent infliction of emotional distress and any other state
or federal statutory or common law theories, including any claim for attorneys fees and costs, which Employee or anyone claiming by, through or under him in any way might have or could claim against the Released Parties; provided, however,
that Employee is not releasing any claims for vested benefits under Kewaunees 401(k) plan and the Re-established Retirement Plan for Salaried Employees. In addition, Employee knowingly and intentionally waives any rights to any additional
recovery that might be sought on his behalf against the Released Parties by any other person, entity, local, state or federal government or agency thereof, including specifically and without limitation, the state and federal Departments of Labor.
4. Additional Release Upon Separation Date. Employee hereby acknowledges and agrees that immediately following the
Separation Date, he shall execute an additional release (Additional Release) in the form attached hereto as Exhibit A. Execution of such Additional Release by Employee shall be a condition precedent to his receipt of any of the
separation payment and benefits to be provided to him pursuant to paragraph 2 above and shall be a condition precedent to Kewaunees performance of any of its obligations under this Agreement.
5. Additional Representations. Employee represents and warrants that he was permitted by Kewaunee to take all leave to which he
was entitled, that he has been properly paid for all time worked while he was employed by Kewaunee and that he has received all benefits to which he was or is entitled. Employee further represents and warrants that he knows of no facts and has no
reason to believe that his rights under the Fair Labor Standards Act have been violated.
6. No Admission of Liability. It
is expressly understood that this Agreement is not to be construed as an admission of any liability or violation of any federal, state or local statute or regulation, or of any duty owed by Kewaunee, which liability or violation of statute,
regulation or duty is expressly denied by Kewaunee. The separation payment and benefits set forth in paragraph 2 of this Agreement is a benefit to which Employee is not automatically entitled but which has been offered in consideration of the above
release and to resolve any and all potential disputes.
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7. Non-disparagement. Employee agrees that he will not, directly or indirectly,
disparage any of the Release Parties, including but not limited to making negative comments about any of Kewaunees services or employment practices, and he will not initiate or participate in any contact or communications, written or oral,
which have the effect of disrupting the orderly operations of Kewaunee or damaging the reputation of any of the Released Parties, unless required by subpoena, court order or applicable law.
8. Confidentiality. Employee agrees that he will not, at any time or in any manner, either directly or indirectly, disclose,
divulge, communicate, or otherwise reveal or allow to be revealed information about the terms, substance or content of this Agreement or the terms, substance or content of any communications, written or oral, concerning the negotiation, execution or
implementation of this Agreement, unless required by subpoena, court order or applicable law; provided, however, that Employee may disclose such information to his attorney, accountant, financial advisor or spouse so long as he obtains their prior
commitment to follow the confidentiality provisions of this paragraph 8.
9. Confidential Information. During
Employees employment, he became acquainted with confidential and privileged information and trade secrets of Kewaunee, including but not limited to: business plans, records and affairs; customer files and lists; operation and training manuals;
sales practices, methods and techniques; pricing structure and data; sources of supply and vendors; manufacturing equipment, technologies and processes; technical data; operation and production costs; financial matters; and other similar
confidential matters (hereinafter called Confidential Information), the use or disclosure of which would seriously damage the business of Kewaunee. In addition to the above release, and in consideration of the consideration provided
above, Employee agrees that, following his last day of work with Kewaunee:
a. He will not, directly or indirectly, use,
divulge, publish or otherwise reveal or allow to be revealed any aspect of the Confidential Information to any person or entity without Kewaunees written consent.
b. He will refrain from any action or conduct which might reasonably or foreseeably be expected to compromise the
confidentiality or proprietary nature of the Confidential Information.
c. He will return to Kewaunee all Company property
in his possession, except as expressly mentioned in this Agreement, including, without limitation, keys, security access card, computer, Company software, computer peripheral devices, computer passwords, cell phones, credit cards, notebooks,
manuals, notes, memoranda, reports, sales records, financial data, budgets, projections, plans, customer records, and all other confidential and/or proprietary information.
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10. Waiting/Revocation Periods. Employee acknowledges that: (a) he has had at
least twenty-one (21) days to consider this Agreement; (b) he has read and understands the terms of this Agreement and its effect; (c) he has been advised to and has had the opportunity to consult with an attorney prior to executing
this Agreement; (e) he has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Employee acknowledges as adequate and more than Employee is otherwise entitled to; (f) this Agreement will
become effective seven (7) days after its signature by Employee and will not be enforceable or effective by Kewaunee until after that seven (7) day period has expired; (g) within seven (7) days of signature, Employee may revoke
this Agreement by providing hand delivered written notice of revocation to Beth Phillips, Vice President of Human Resources for Kewaunee, 2700 West Front Street, Statesville, NC 28677; and (h) no attempted revocation after the expiration of the
seven (7) day period shall have any effect on the terms of this Agreement.
11. Severability and Governing Law. This
Agreement is intended to be severable, and if any provision is declared void, it will not affect the validity and enforceability of the other provisions. Its terms shall be governed by and construed in accordance with the laws of the State of North
Carolina.
12. Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between Employee and
Kewaunee as to the termination of Employees employment relationship with Kewaunee, and it supersedes and cancels any prior negotiations and agreements, whether written or not, relating to Employees employment relationship with Kewaunee
and the termination of that relationship, with the exception of any confidentiality, non-solicitation and/or non-competition agreements signed between the parties. With respect to any such confidentiality, non-solicitation and/or non-competition
agreements signed by Employee, Employee agrees that nothing in this Agreement shall be deemed to cancel or supersede those agreements, and all such obligations shall remain in full force and effect and shall survive the termination of
Employees employment with Kewaunee.
13. Section 409A. It is the parties intention that the payments and benefits
to which Employee is entitled to under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code). This Agreement shall be construed and administered in a manner consistent
with that intent. For purposes of this Agreement, with respect to any item of deferred compensation that is covered by, and not otherwise exempt from, Code Section 409A, if any, references to resignation or termination of employment or like
terms shall mean separation from service, as defined in Code Section 409A, and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. To the extent applicable, each
and every payment made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Code Section 409A. Notwithstanding any other provision of this
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Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this
Agreement that may be excluded from Code Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral or otherwise shall be excluded from Code Section 409A to the maximum extent possible. In no
event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes nonqualified deferred compensation within the meaning of Code Section 409A. Notwithstanding
the foregoing, Kewaunee makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall Kewaunee have any liability to Employee or any other person if any provisions of
this Agreement are determined to constitute or provide nonqualified deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.
14. Voluntary Execution. The parties, intending to be legally bound, apply their signatures voluntarily and with full
understanding of the contents of this Agreement, after having had ample time to review and study this Agreement.
Signed and executed this
15th day of July, 2015
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WITNESS: |
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/s/ Peggy M. Lambert |
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/s/ D. Michael Parker |
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(SEAL) |
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Employee |
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Kewaunee Scientific Corporation |
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BY: |
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/s/ David M. Rausch |
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(SEAL) |
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TITLE: |
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President and Chief Executive Officer |
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EXHIBIT A
ADDITIONAL RELEASE
Pursuant to the terms of the SEPARATION AGREEMENT dated ,
20 , (Agreement) entered into by and between D. Michael Parker (Employee) and Kewaunee Scientific Corporation (Kewaunee), Employee hereby executes the following Additional Release.
1. Release. Employee, intending to be legally bound and for and in consideration of the benefits described in this Agreement,
does for himself/herself, his/her heirs, executors, administrators, successors and assigns hereby remise, release and forever discharge Kewaunee, its parents, subsidiaries, successors, predecessors, affiliates, assigns, trustees, officers, agents
and employees, and all persons, corporations or other entities who might be claimed to be jointly and severally liable with them (collectively, the Released Parties), from any and all actions, claims, demands, charges, suits and damages
whatsoever, including those based upon, arising from or relating to Employees employment relationship with Kewaunee or the termination of that relationship, whether known or unknown or whether asserted or unasserted, from the beginning of time
to the date of execution of this Agreement. This release includes, but is not limited to, claims under the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), Title VII of the Civil Rights Act of 1964, and the Americans With
Disabilities Act, claims for breach of contract, unpaid wages, wrongful, retaliatory or constructive discharge, intentional or negligent infliction of emotional distress and any other state or federal statutory or common law theories, including any
claim for attorneys fees and costs, which Employee or anyone claiming by, through or under him in any way might have or could claim against the Released Parties; provided, however, that Employee is not releasing any claims for vested benefits
under Kewaunees 401(k) plan and the Re-established Retirement Plan for Salaried Employees. In addition, Employee knowingly and intentionally waives any rights to any additional recovery that might be sought on his behalf against the Released
Parties by any other person, entity, local, state or federal government or agency thereof, including specifically and without limitation, the state and federal Departments of Labor.
2. Additional Representations. Employee represents and warrants that he was permitted by Kewaunee to take all leave to which he
was entitled, that he has been properly paid for all time worked while he was employed by Kewaunee and that he has received all benefits to which he was or is entitled. Employee further represents and warrants that he knows of no facts and has no
reason to believe that his rights under the Fair Labor Standards Act have been violated.
3. Waiting/Revocation Periods.
Employee acknowledges that: (a) he has had at least twenty-one (21) days to consider this Agreement; (b) he has read and understands the terms of this Agreement and its effect; (c) he has been advised to and has had the
opportunity to consult with an attorney prior to executing this Agreement; (e) he has signed this Agreement voluntarily and knowingly in exchange for the consideration
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described herein, which Employee acknowledges as adequate and more than Employee is otherwise entitled to; (f) this Agreement will become effective seven (7) days after its signature by
Employee and will not be enforceable or effective by Kewaunee until after that seven (7) day period has expired; (g) within seven (7) days of signature, Employee may revoke this Agreement by providing hand delivered written notice of
revocation to Beth Phillips, Vice President of Human Resources for Kewaunee, 2700 West Front Street, Statesville, NC 28677; and (h) no attempted revocation after the expiration of the seven (7) day period shall have any effect on the terms
of this Agreement.
Signed and executed this day of
, 2015
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WITNESS: |
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(SEAL) |
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Employee |
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Kewaunee Scientific Corporation |
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BY: |
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(SEAL) |
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TITLE: |
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8
Exhibit 99.1
Kewaunee Scientific
Announces CFO Retirement
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Exchange: |
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NASDAQ (KEQU) |
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Contact: |
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D. Michael Parker |
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704/871-3290 |
STATESVILLE, NORTH CAROLINA, July 16, 2015 / PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU) reported today
that D. Michael Parker, its Senior Vice President, Chief Financial Officer, Treasurer, and Secretary, has announced his plans to retire by the end of calendar year 2015, completing a successful 25-year career with the Company, including the last 20
years as its CFO, Treasurer, and Secretary. Mr. Parker also manages the investor relations function for the Company and serves on the boards of the Companys foreign subsidiaries. He remains CFO and will continue with the Company through
his retirement date to ensure a smooth transition process. The Company will conduct a formal search process for a new CFO.
Mike has been a
significant part of Kewaunees growth and success over the past 25 years, and I want to personally thank him for his service to the Company, said David M. Rausch, Kewaunees President and CEO. Mike, along with the strong
finance team he has built, will ensure a seamless transition.
During Mr. Parkers tenure as CFO, Kewaunee Scientific established itself
as the global leader in the laboratory construction industry, as the Company expanded its sales representation throughout Asia and the Middle East, including direct sales offices in India, Singapore, and China, a modern manufacturing facility in
India, and an assembly operation in China. He leaves the Company in excellent financial condition with an experienced global finance organization.
About Kewaunee Scientific
Founded in 1906, Kewaunee
Scientific Corporation is a recognized global leader in the design, manufacture, and installation of laboratory, healthcare, and technical furniture products. Products include steel, wood, and laminate casework, fume hoods, adaptable modular
systems, moveable workstations, stand-alone benches, biological safety cabinets, and epoxy resin worksurfaces and sinks.
The Companys corporate
headquarters is located in Statesville, North Carolina. Direct sales offices are located in the United States, India, Singapore, and China. Three manufacturing facilities are located in Statesville serving the domestic and international markets, and
one manufacturing facility is located in Bangalore, India serving the local and Asian markets. The Companys China headquarters, sales office, and assembly operation are located in Suzhou Industrial Park, China. Kewaunee Scientifics
website is located at http://www.kewaunee.com.
P. O. BOX 1842, STATESVILLE, NORTH CAROLINA 28687-1842 ● 2700 WEST FRONT STREET,
STATESVILLE, NORTH CAROLINA 28677-2927
PHONE 704-873-7202 ● FAX 704-873-1275
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