UNITED STATES
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): June 24, 2009
SPARTAN MOTORS, INC.
(Exact Name of
Registrant as Specified in Its Charter)
| Michigan (State or Other Jurisdiction of Incorporation) |
0-13611 (Commission File No.) |
38-2078923 (IRS Employer Identification No.) |
|
1000 Reynolds Road, Charlotte, Michigan (Address of Principal Executive Offices) |
48813 (Zip Code) |
517-543-6400
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(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:
[_] Written communications pursuant
to Rule 425 under the Securitites 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)).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (c) | Appointment of Principal Officer |
On June 24, 2009, Spartan Motors, Inc. (the "Registrant") named Thomas W. Gorman to serve as Chief Operating Officer of the Registrant. His employment is expected to begin June 30, 2009. Mr. Gorman, age 57, has over 26 years of experience in management, operations, and manufacturing in the automotive systems industry, most recently serving as president of business development and engineering with Fluid Routing Solutions in Southfield, Michigan. He previously served as president and chief operating officer of North American operations for Northville ZF Lemforder Corporation, prior to which he was employed by automotive and systems component maker, Dana Corporation, for over 17 years.
There are no arrangements or understandings between Mr. Gorman and any other person pursuant to which he was selected as an officer of the Registrant. Mr. Gorman is not related to any executive officer or director of the Registrant.
There have been no transactions since January 1, 2008, nor are there any currently proposed transactions, to which the Registrant or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Gorman had, or will have, a direct or indirect material interest that is required to be disclosed pursuant to Section 404(a) of Securities and Exchange Commission Regulation S-K.
Mr. Gorman will receive an annual base salary of $305,000. He is also eligible to participate in the Spartan Profit and Return Management Incentive Bonus Plan (the "Plan"), the Registrant's performance-based incentive compensation plan. For the years 2009 and 2010, Mr. Gorman has been guaranteed an annual minimum management bonus of $20,000 and $30,000, respectively, to be paid in accordance with the Plan. In addition, he will be eligible to receive quarterly bonuses beginning with the third quarter of 2009. Mr. Gorman has also been guaranteed a weekly payment equal to his base salary for a period of one year should his employment be terminated without cause.
Mr. Gorman will be eligible to participate in the Registrant's Supplemental Executive Retirement Plan and the Registrant's Executive Stock Ownership Plan. The Registrant has agreed to grant Mr. Gorman 20,000 shares of the Registrant's restricted stock. These shares will be subject to a five-year vesting schedule, vesting at the rate of 20% per year, and are expected to be granted in June 2009.
In addition to these benefits, Mr. Gorman will be eligible to receive benefits offered to other executive officers of the Registrant and is entitled to reimbursement for his moving expenses, up to a maximum of $8,500.
A copy of the press release issued by the Registrant to announce the appointment is attached to this Current Report as Exhibit 99. This press release is being furnished to, as opposed to filed with, the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 99 | Press Release issued by the Registrant on June 24, 2009 |
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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 its behalf by the undersigned hereunto duly authorized.
Dated: June 24, 2009 |
SPARTAN MOTORS, INC. /s/ John E. Sztykiel —————————————— By: John E. Sztykiel Its: President and Chief Executive Officer |
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Exhibit 99
|
|
SPARTAN MOTORS, INC. |
1000 REYNOLDS RD. • CHARLOTTE, MI 48813 • USA
TELEPHONE 517.543.6400 • FACSIMILE 517.543.5403
WEB PAGE - WWW.SPARTANMOTORS.COM
FOR IMMEDIATE RELEASE
Spartan Motors Expands
Leadership Team, Names Tom Gorman as
Chief Operating Officer
CHARLOTTE, Michigan, June 24, 2009 – Spartan Motors, Inc. (NASDAQ: SPAR) today announced it has named automotive industry executive Tom Gorman to the newly created position of chief operating officer. Gorman will oversee Spartan’s current four business units in addition to implementing strategic growth initiatives.
Spartan Motors, the leading manufacturer of custom chassis and emergency-rescue vehicles, reported Gorman is responsible for increasing productivity, improving overall business operations and helping Spartan strengthen its position in its market segments. In his new role, Gorman will also work closely with other members of the leadership team to execute the company’s strategy, including lean operations implementation, global expansion, and new market entries through product development and strategic acquisitions.
Gorman brings 26 years of management, operations and manufacturing expertise to the position, including extensive experience in sales, engineering, lean manufacturing, product launches and mergers and acquisitions integration. Gorman was previously president of business development and engineering at Southfield, Mich.- based Fluid Routing Solutions.
“We are very pleased to welcome Tom to our senior management team with his proven track record of success in profitably managing multiple strategic business units and facilities, both domestically and internationally,” said John Sztykiel, president and chief executive officer of Spartan Motors. “Tom brings tremendous experience and knowledge to our management team and much needed depth. He understands the process of delivering highly engineered niche products using lean manufacturing principles and built exactly to customer specifications, and this background will be invaluable as we strive to transform existing and new market niches from commercial to custom.”
During his time at Fluid Routing Solutions, Gorman managed sales, operations and engineering across four divisions. Previously, he served as president and COO of North American operations for ZF Lemforder Corporation, where he was responsible for nine manufacturing and assembly plants. Gorman also spent over 17 years at automotive and systems components maker Dana Corporation, rising to business development director of the modules and systems division.
“I am excited to join Spartan Motors and lend both my operations and management experience and outside perspective to the leadership team,” said Gorman. “The unique balance of Spartan’s track record as a strong publicly traded company with its entrepreneurial spirit and tremendous opportunity for growth is inspiring, and I look forward to bringing best practices across the business units for the benefit of our customers, partners and other stakeholders.”
Gorman earned a master of business administration degree from the University of Michigan and a bachelor’s degree from the University of Detroit.
— more —
About Spartan Motors
Spartan Motors, Inc. (www.spartanmotors.com) designs, engineers and manufactures custom chassis and vehicles for the recreational vehicle, fire truck, ambulance, emergency-rescue and custom vehicle markets. The company’s brand names – Spartan™, Crimson Fire™, Crimson Fire Aerials™, and Road Rescue™ – are known for quality, value, service and being the first to market with innovative products. The company employs approximately 1,200 at facilities in Michigan, Pennsylvania, South Carolina and South Dakota. Spartan reported sales of $844.4 million in 2008 and is focused on becoming the premier manufacturer of custom vehicles and chassis in North America.
This release contains forward-looking statements, including, without limitation, statements concerning our business, future plans and objectives and the performance of our products. Forward looking statements are identifiable by words such as “believe,” “anticipate,” “will,” “sustain,” and “continue.” These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Technical complications may arise that could prevent the prompt implementation of the plans outlined above. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company’s Annual Report on Form 10-K filing and other filings with the United States Securities and Exchange Commission (available at http://www.sec.gov). Government contracts and subcontracts typically involve long payment and purchase cycles, competitive bidding, qualification requirements, delays or changes in funding, extensive specification development and changes, price negotiations and milestone requirements. An announced award of a governmental contract is not equivalent to a finalized executed contract and does not assure that orders will be issued and filled. Government agencies also often retain some portion of fees payable upon completion of a project and collection of contract fees may be delayed for long periods, which can negatively impact both prime contractors and subcontractors. The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise, except as required by law.
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CONTACT:
| John Sztykiel, CEO, or Jim Knapp, CFO Spartan Motors, Inc. (517) 543-6400 |
Jeff Lambert, Ryan McGrath Lambert, Edwards & Associates, Inc. (616) 233-0500 / rmcgrath@lambert-edwards.com |