Manager at Salt Lake City-based Sarcos, Inc. and co-chaired the Riverdale School District Foundation’s 2003-2004 Campaign. Ms. Edelson was nominated pursuant to the Charter of the Board’s Nominating and Corporate Governance Committee, which gives the trustees of the Schnitzer family voting trust the right to cause the Board’s Nominating and Corporate Governance Committee to recommend for nomination or election as directors four Schnitzer family members, or other representatives of the Schnitzer family. The Schnitzer family voting trust operates under the 2001 Restated Voting Trust and Buy-Sell Agreement, dated as of March 26, 2001. Although that agreement does not have any requirement for each of the four branches of the Schnitzer family to have a member on the Board, with the addition of Ms. Edelson to the Board, each branch of the Schnitzer family is represented.

A copy of the press release relating to matters discussed in this Item 5.02 is attached hereto as exhibit 99.1.

Forward-looking statements

Certain statements in this Form 8-K are "forward-looking statements" within the meaning of U.S. federal securities laws. The Company intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements include, but are not limited to, statements about the Company’s expectation that it will have a majority of its Board be independent directors no later than its annual meeting in January of 2006. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include the ability of the Company to attract independent directors, any unexpected delays in recruiting independent directors and other factors and events, some of which are discussed in the Company’s most recent annual report on Form 10-K and its most recent quarterly report on Form 10-Q. Many of these factors and events are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this Form 8-K. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.