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): October 23, 2017
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Michigan (State or Other Jurisdiction of Incorporation) |
0-13611 (Commission File No.) |
38-2078923 (IRS Employer Identification No.) |
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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:
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Written communications pursuant to Rule 425 under the Section 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Appointment of Director
On October 23, 2017, the Board of Directors of Spartan Motors, Inc. (the “Company”) increased the membership of the current Board to eight members and appointed Dominic A. Romeo to the Board. Mr. Romeo will serve as a member of the Audit Committee. From 2012 to 2013 Mr. Romeo served as Chief Financial Officer of Thor Industries, Inc., a publicly traded manufacturer of recreational vehicles. From 2004 to 2011 Mr. Romeo served as Chief Financial Officer of Idex Corporation, a publicly traded manufacturer of fluid and metering technologies. Mr. Romeo currently serves on the board of directors of Novanta, Inc. a leading publicly traded technology supplier to medical and advanced industrial equipment manufacturers, and BBB Industries, an automotive parts manufacturer, held by Pamplona Capital Management.
Mr. Romeo will be a nominee for reelection at the Corporation’s annual meeting of shareholders to be held in 2020. There are no arrangements or understandings between Mr. Romeo and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Romeo has an interest requiring disclosures under item 404(a) of Regulation S-K. Mr. Romeo will receive the standard compensation arrangements for the Company’s non-employee directors, including an annual retainer and share-based compensation.
On October 25, 2016 the Company issued a press release announcing the appointment of Mr. Romeo to its Board of Directors. A copy of the press release is attached to this Current Report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits | |
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99.1 |
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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.
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SPARTAN MOTORS, INC. |
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Dated: October 26, 2017 |
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/s/ Frederick J. Sohm |
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By: Frederick J. Sohm |
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Its: Chief Financial Officer |
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3
Exhibit 99.1
SPARTAN MOTORS NAMES DOMINIC ROMEO TO BOARD OF DIRECTORS
CHARLOTTE, Mich., Oct. 25, 2017 – Spartan Motors, Inc. (NASDAQ:SPAR) ("Spartan" or the "Company"), a global leader in specialty chassis and vehicle design, manufacturing and assembly, today announced that Dominic A. Romeo has been named to the Company’s Board of Directors. Mr. Romeo was also appointed to the Board’s Audit Committee.
On the heels of sharing its aggressive plans for growth into 2020 at a recent Analyst and Investor Day in NYC, it is no secret that Spartan is laser focused on growth. Adding Dominic Romeo to the Board of Directors brings a longtime financial professional to the Board, in a time when Spartan plans to grow both organically and through acquisitions.
James Sharman, Chairman of the Board, commented on Mr. Romeo’s appointment, “We are pleased to welcome Dominic to Spartan’s Board of Directors. We believe his experience and knowledge in finance, international business, and manufacturing will be helpful as Spartan develops and grows. We look forward to working with him and gaining from his extensive experience.”
Mr. Romeo currently serves on the board of Novanta Inc., a leading technology supplier to medical and advanced industrial equipment manufacturers and BBB Industries, an automotive parts manufacturer, held by Pamplona Capital Management. Most recently he served as Senior Vice President and Chief Financial Officer of Thor Industries, Inc., a leading manufacturer of recreational vehicles. Prior to Thor, he served as Vice President and Chief Financial Officer of IDEX Corporation, a leading global manufacturer of pump products, dispensing equipment, and other engineered products.
Romeo’s professional experience includes GE Aircraft Engines where he held multiple financial roles in audit and financial planning, and later Honeywell International, Inc., a diversified technology and manufacturing company that services customers globally, where he rose to the positions of Vice President and Chief Financial Officer of Honeywell Aerospace.
“I look forward to joining Spartan Motors’ Board of Directors. I am confident that my background, coupled with the relationships I’ve already built with Spartan’s executives and Independent Directors will further the collaborative nature of evaluating new opportunities while simultaneously continuing to strengthen the business’ core as we work together to guide this great organization into its next phase of overwhelming growth,” Romeo commented.
Mr. Romeo holds a Bachelor of Arts Degree in both Accounting and Business Administration from Manchester University.
The Company’s Board of Directors now consists of Chairman James Sharman, Mr. Daryl Adams, Mr. Richard Current, Mr. Richard Dauch, Mr. Ron Harbour, Mr. James Orchard, Mr. Andrew Rooke, and Mr. Dominic Romeo.
For more information on Spartan Motors, visit www.spartanmotors.com.
About Spartan Motors
Spartan Motors, Inc. is a leading designer, engineer, manufacturer and marketer of a broad range of specialty vehicles, specialty chassis, vehicle bodies and parts for the fleet and delivery, recreational vehicle (RV), emergency response, defense forces and contract assembly (light / medium duty truck) markets. The Company’s brand names — Spartan Motors, Spartan Specialty Vehicles, Spartan Emergency Response, Spartan Parts and Accessories; Smeal® and its family of brands, including Ladder Tower™ and UST®; and Utilimaster®, a Spartan Motors Company — are known for quality, durability, performance, customer service and first-to-market innovation. The Company employs approximately 2,200 associates and operates facilities in Michigan, Indiana, Pennsylvania, Missouri, Wisconsin, Nebraska, South Dakota; Saltillo, Mexico; and Lima, Peru. Spartan reported sales of $591 million in 2016. 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.
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Media Contacts:
Samara Hamilton – Corporate Director of Marketing
Spartan Motors, Inc.
517.997.3860
Samara.Hamilton@spartanmotors.com
Matt Jackson – Senior Director
Lambert, Edwards & Associates
616.233.0500
mjackson@lambert.com