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): September 29, 2015

 

 

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.)

 

 

1541 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 Section 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 Financial Officer.

  

On September 29, 2015, Spartan Motors, Inc. (the “Company”) announced that Frederick J. “Rick” Sohm had joined the Company as Chief Financial Officer, effective September 28, 2015. Since 2014, Mr. Sohm, age 45, has served as Treasurer of ALTe Technologies, a start-up company that engineers and produces hybrid electric powertrain systems for the commercial vehicle market. Prior to joining ALTe Technologies in 2014, Sohm was the Chief Financial Officer of Warrior Sports, Inc., a position he held from 2009 to 2014. Sohm’s career spans over 20 years, during which he has held several executive and leadership positions in finance and accounting at world-class companies such as ArvinMeritor, Inc. and DaimlerChrysler Corporation.

 

There are no arrangements or understandings between Mr. Sohm and any other person pursuant to which he was selected as an officer of the Company. Mr. Sohm is not related to any executive officer or director of the Company.

 

There have been no transactions since January 1, 2014, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Sohm 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. Sohm will receive an initial annual base salary of $250,000. He is also eligible to participate in the Spartan Motors, Inc. Leadership Team Compensation Plan (the “Plan”), the Company’s performance-based incentive compensation plan. The Plan is available under Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 5, 2015. Under the Plan, Mr. Sohm will be eligible for an annual cash bonus with a targeted payment of 55% of his base salary, along with an annual equity grant. Mr. Sohm will be eligible for annual restricted stock grants under the Plan, with a target award valued at an equivalent amount of 60% of his base salary. In addition, the Company has agreed to grant Mr. Sohm restricted shares with a value equivalent to $250,000 based on the Company’s closing stock price on September 28, 2015. This grant is expected to be made in the first quarter of 2016, and will be subject to a three year vesting schedule, vesting at the rate of 33% per year from the grant date.

 

Mr. Sohm will be eligible to participate in the Company’s Supplemental Executive Retirement Plan. Mr. Sohm has also been guaranteed a weekly payment equal to his base salary and a continuation of his health insurance benefits for a period of twelve months should his employment be terminated without cause.

 

In addition to these benefits, Mr. Sohm will be eligible to receive benefits offered to other executive officers of the Company and is entitled to reimbursement for his reasonable moving expenses.

 

 

            (c)     Departure of Principal Financial Officer.

 

On September 29, 2015, the Company announced the departure of Lori L. Wade, Chief Financial Officer, effective September 25, 2015.

 

 

A copy of the press release issued by the Company to announce the appointment of Mr. Sohm and departure of Ms. Wade 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

 

99.1

Press Release dated September 29, 2015 announcing the appointment of Mr. Sohm as Chief Financial Officer of the Company and the departure of Ms. Wade.

 

 

 

 

 

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.

 

 

	SPARTAN MOTORS, INC.
Dated: September 29, 2015	/s/ Thomas T. Kivell
	By:  Thomas T. Kivell
	Its: Vice President, Secretary and General Counsel

 

 

3

Exhibit 99.1

 

For Immediate Release

 

FREDERICK “RICK” SOHM JOINS SPARTAN MOTORS AS CHIEF FINANCIAL OFFICER

 

 

CHARLOTTE, Mich., September 29, 2015 - Spartan Motors, Inc. (NASDAQ: SPAR) (“Spartan” or the “Company”) today announced that Frederick “Rick” Sohm joined Spartan Motors as the Company’s Chief Financial Officer, effective September 28, 2015. Sohm succeeds Spartan Motors CFO Lori Wade.

 

Sohm, 45, most recently served as the Treasurer of ALTe Technologies, a start-up company that engineers and produces hybrid electric powertrain systems for the commercial vehicle market. Prior to joining ALTe Technologies in 2014, Sohm was the Chief Financial Officer of Warrior Sports, Inc., a position he held from 2009 to 2014. Sohm’s career spans over 20 years, during which he has held several executive and leadership positions in finance and accounting at world-class companies such as ArvinMeritor, Inc. and DaimlerChrysler Corporation. In his role as Spartan Motors’ Chief Financial Officer, Sohm will lead the Company’s finance functions, as well as manage relationships with shareholders, analysts, and other key stakeholders. Going forward, the role of CFO at Spartan will also include a more concentrated focus on global business expansion, M&A, and business transformation. This expanded focus will help the company to execute successfully the strategic plans outlined by recently-appointed President & Chief Executive Officer Daryl Adams.

 

“We are pleased to welcome Rick to Spartan Motors,” said Daryl Adams, President and Chief Executive Officer of Spartan Motors. “He brings extensive experience in strategic planning, capital markets, mergers and acquisitions, as well as demonstrated leadership skills to the Company. These skills will help guide Spartan as we transition from our current focus on operational improvement to pursuing growth opportunities, as we seek to enhance shareholder value.”

 

Adams added, “On behalf of everyone at Spartan, and our Board of Directors, I want to thank Lori for her numerous contributions to the Company. We wish her all the best going forward.” Wade joined the Company in 2008, and served in the role of Chief Financial Officer since February 2014.

 

About Spartan Motors

Spartan Motors, Inc. designs, engineers and manufactures specialty chassis, specialty vehicles, truck bodies and aftermarket parts for the recreational vehicle (RV), emergency response, shuttle bus, government services, defense, and fleet vehicle markets. The Company's brand names – Spartan Motors, Spartan Specialty Vehicles, Spartan Emergency Response, Spartan Parts and Accessories, and Utilimaster®, a Spartan Motors Company – are known for quality, performance, service and first-to-market innovation. The Company employs approximately 1,700 associates at facilities in Michigan, Pennsylvania, South Dakota and Indiana. Spartan reported sales of $507million in 2014 and is focused on becoming a global leader in the design, engineering and manufacture of specialty vehicles and chassis. Visit Spartan Motors at www.spartanmotors.com.

 

 

This release contains several forward-looking statements that are not historical facts, including statements concerning our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations. These statements can be identified by words such as "believe," "expect," "intend," "potential," "future," "may," "will," "should," and similar expressions regarding future expectations. These forward-looking statements involve various known and unknown risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, and likelihood. Therefore, actual performance and results may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could contribute to these differences include operational and other complications that may arise affecting the implementation of our plans and business objectives; continued pressures caused by economic conditions and the pace and extent of the economic recovery; challenges that may arise in connection with the integration of new businesses or assets we acquire or the disposition of assets; restructuring of our operations, and/or our expansion into new geographic markets; issues unique to government contracting, such as competitive bidding processes, qualification requirements, and delays or changes in funding; disruptions within our dealer network; changes in our relationships with major customers, suppliers, or other business partners, including Isuzu; changes in the demand or supply of products within our markets or raw materials needed to manufacture those products; and changes in laws and regulations affecting our business. Other factors that could affect outcomes are set forth in our Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission (SEC), which are available at www.sec.gov or our website. All forward-looking statements in this release are qualified by this paragraph. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update or revise any forward-looking statements in this release, whether as a result of new information, future events, or otherwise.

 

 

CONTACT:

 

FINANCIAL: Greg Salchow Group Treasurer & Director of Investor Relations Spartan Motors, Inc. (517) 543-6400

MEDIA: Russell Chick Corporate Director of Marketing Spartan Motors, Inc. (517) 543-6400