Form 8-K
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
19, 2006
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
|
Wisconsin
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1-1373
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39-0482000
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State
or other jurisdiction of incorporation
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Commission
File Number
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I.R.S.
Employer Identification Number
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1500
DeKoven Avenue, Racine, Wisconsin
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53403
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|
Address
of principal executive offices
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Zip
Code
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Registrant
s telephone number, including area code:
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(262)
636-1200
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Check
the
appropriate 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 Securities Act
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE
OF CONTENTS
ITEM
1.01 Entry into a Material Definitive
Agreement
ITEM
2.05 Costs
Associated With Exit or Disposal Activities
ITEM
5.02 Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal Officers
ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
ITEM
8.01 Other
Items
ITEM
9.01 Exhibits
SIGNATURE
Exhibit
Index
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM
1.01 Entry
into a Material Definitive Agreement
Agreement
with Robert R. Kampstra.
As
described in Item 5.02, in connection with Mr. Robert Kampstra’s appointment as
the Corporate Controller of Modine Manufacturing Company (the “Company”), on
July 19, 2006, the Company and Mr. Kampstra entered into a Change in Control
and
Termination Agreement dated as of July 19, 2006, the form of which is attached
hereto as Exhibit 10.1. In the event of a "Change in Control," as defined in
Mr.
Kampstra's Change in Control Agreement, at any time during the 24 months
after a Change in Control occurs, if Mr. Kampstra is terminated without "Good
Cause" or if Mr. Kampstra terminates the agreement for “Good Reason” or for any
reason during the thirteenth month following a Change in Control, a 24-month
"Severance Period" would be triggered during which Mr. Kampstra would be
entitled to receive an amount equal to two times the greater of: (A) the
sum of his base salary and target bonus or (B) the sum of his five-year
average base salary and five-year average actual bonus, payable in a lump sum
within 60 days after the date of termination of employment. In addition, Mr.
Kampstra would receive an amount equal to the pro rata portion of the
target bonus for the calendar year in which his employment terminated. In the
event of Mr. Kampstra’s death, such amounts would be payable to his estate.
In
the
event of a Change in Control, any stock options or stock awards would
immediately vest, or restrictions lapse, as the case may be, on the date of
termination. In the event a Change in Control occurs, and if payments made
to
Mr. Kampstra were subject to the excise tax provisions of Section 4999 of the
Internal Revenue Code, Mr. Kampstra would be entitled to receive a lump sum
payment, sufficient to cover the full cost of such excise taxes and his federal,
state and local income and employment taxes on the additional
payment.
ITEM
2.05 Costs
Associated with Exit or Disposal Activities
On
July
19, 2006, the Board of Directors of the Company approved a recommendation to
close the Company’s Richland, South Carolina manufacturing plant and
conditionally approved a recommendation to close the Company’s Clinton,
Tennessee manufacturing plant. The recommendation with regard to the Clinton,
Tennessee facility is conditioned upon the conclusion of decision bargaining
with the union at that facility.
The
decision to close the Richland, South Carolina plant was communicated to
affected employees on July 20, 2006. The closure of the Richland facility is
currently expected to be completed by May 2007. On July 20, 2006, the
conditional recommendation with regard to the possible closure of the Clinton,
Tennessee plant was communicated to affected employees. If decision bargaining
results in the recommendation being implemented, the closure of the Clinton
facility is expected to be completed by February 2009. These activities are
part
of the Company’s previously announced ongoing cost reduction initiatives of its
Global Repositioning Plan.
In
conjunction with the recommendations, the Company currently expects to incur
approximately $8 million in pre-tax charges over the closure period, consisting
of $2.5 million of employee-related costs (subject to union decision
bargaining), $1.5 million of asset related costs and $4 million of other related
costs. Cash-related expenditures for these closure actions are expect to be
approximately $7 million.
A
copy of
the press release announcing these items is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
This
Form
8-K contains forward-looking statements as indicated by the use of the words
“expects” and “currently expects.” Actual events or results may differ
materially from those statements. For information about the factors that could
cause such differences, please refer to the Company’s Annual Report on Form 10-K
for the year ended March 31, 2006, including the information in Items 1A and
7
of that report.
ITEM
5.02 Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal Officers
Appointment
of Thomas A. Burke to Position of Executive Vice President and Chief Operating
Officer.
On July
19, 2006, the Officer Nomination & Compensation Committee recommended and
the Board appointed Thomas A. Burke, 49, to the position of Executive Vice
President and Chief Operating Officer.
Mr.
Burke
joined the Company on May 31, 2005 as Executive Vice President. Mr. Burke joined
the Company from Visteon Corporation, a leading supplier of parts and systems
to
automobile manufacturers, in Dearborn, Michigan, where he held various positions
over nine years including Vice President Manufacturing Operations (2002 - May
2005); Vice President, European and South American Operations (2001 - 2002)
and
Customer Account Director, Ford Account, Europe, South America and India (1999
-
2001). Mr. Burke’s experience also includes 13 years with Ford Motor
Company.
On
May
31, 2005, Mr. Burke entered into an Employment Agreement and a Change in Control
and Termination Agreement with the Company. The Employment Agreement and Change
in Control and Termination Agreement were filed as exhibits to the Company’s
Current Report on Form 8-K dated May 31, 2005 announcing Mr. Burke’s initial
employment with the Company.
The
Employment Agreement, which is in substantially the same form as those
previously entered into with the Company’s Chief Executive Officer and Chief
Financial Officer, provided for an initial base salary of $420,000, and provides
Mr. Burke benefits customarily accorded executives of the Company, including
participation in the Company’s Management Incentive Plan and the 2002 Incentive
Compensation Plan.
The
Employment Agreement has a thirty-six month term and automatically and
continuously extends for an additional day, unless either party gives written
notice of termination to the other party, in which case the term would become
a
thirty-six month period beginning on the date such notice was
received.
The
Company is permitted to terminate Mr. Burke's Employment Agreement for "Cause,"
as that term is defined in the agreement, and Mr. Burke is permitted to
terminate the Employment Agreement upon the occurrence of any of the following
events: failure to elect or re-elect him to or removal of him from the office
he
holds; a significant change in the nature or scope of his authority, duties,
or
reduction in compensation; a breach by the Company of any provision of the
Employment Agreement; and the liquidation, dissolution, consolidation, merger
or
transfer of all or a significant portion of the assets of the
Company.
In
the
event of a termination by the Company other than for Cause or a termination
by
Mr. Burke as described above, the Company is obligated to remit, as liquidated
damages, severance pay to Mr. Burke an amount equal to his "Average Annual
Earnings" during the remainder of the term of the Employment Agreement. "Average
Annual Earnings" means the arithmetic average of annual salary and bonus payable
in the five taxable years preceding the year of termination. Mr. Burke would
continue to receive all employee benefits, including 401(k) benefits, during
the
remainder of the term of the Employment Agreement. In the event of disability,
salary continuation would be provided at a level of one hundred percent for
the
first twelve months and up to sixty percent for the remainder of the term of
the
Employment Agreement.
The
Employment Agreement also subjects Mr. Burke to confidentiality obligations,
and
contains restrictions on him during the term of the Employment Agreement from
taking a management position with or control of a business engaged in the
design, development, manufacture, marketing or distribution of products that
constituted 5% or more of the sales of the Company or its subsidiaries or
affiliates in the year prior to termination of employment (a “Competitor”);
soliciting any customer of the business on behalf of a Competitor; or inducing
the Company’s employees to terminate employment in order to enter into
employment with a Competitor.
In
the
event of a "Change in Control," as defined in Mr. Burke's Change in Control
and
Termination Agreement, at any time during the 24 months after a Change in
Control occurs, if Mr. Burke is terminated without "Good Cause" or if Mr. Burke
terminates the Agreement for Good Reason (as defined in the agreement) or for
any reason during the thirteenth month following a Change in Control, a 24-month
"Severance Period" would be triggered during which Mr. Burke would be
entitled to receive an amount equal to two times the greater of: (A) the
sum of his base salary and target bonus or (B) the sum of his five-year
average base salary and five-year average actual bonus, payable in a lump sum
within 60 days after the date of termination of employment. In addition, Mr.
Burke would receive an amount equal to the pro-rata portion of the target
bonus for the calendar year in which his employment terminated. In the event
of
Mr. Burke’s death, such amounts would be payable to his estate.
In
addition, in the event of a Change in Control, any stock options or stock awards
would immediately vest, or restrictions lapse, as the case may be, on the date
of termination. In the event a Change in Control occurs, and if payments made
to
Mr. Burke were subject to the excise tax provisions of Section 4999 of the
Internal Revenue Code, Mr. Burke would be entitled to receive a lump sum
payment, sufficient to cover the full cost of such excise taxes and his federal,
state and local income and employment taxes on the additional
payment.
Appointment
of Robert R. Kampstra to Position of Corporate Controller.
On July
19, 2006, the Company’s Officer Nomination & Compensation Committee
recommended and the Board of Directors appointed Robert R. Kampstra, 32, to
the
position of Corporate Controller. Mr. Kampstra is the Company’s Principal
Accounting Officer. Mr. Kampstra joined the Company in March, 2006, as its
Assistant Controller. Mr. Kampstra was formerly the Manager of Financial
Reporting and Compliance at School Specialty, Inc. (Nasdaq: SCHS), a leading
education company providing supplemental learning products to the pre-K-12
market, in Appleton, Wisconsin from April 2004 to February 2006, and a Audit
Manager (January 2002 - April 2004) and Senior Accountant (July 1999 to December
2001) with PricewaterhouseCoopers LLP, an independent registered public
accounting firm (“PwC”), in Milwaukee, Wisconsin.
The
terms
of Mr. Kampstra’s Change in Control and Termination Agreement are discussed in
Item 1.01 to this Current Report on Form 8-K and are incorporated herein by
reference.
Retirement
of R. Steven Bullmore from position of Corporate Controller.
R.
Steven Bullmore, Corporate Controller from 1989 to July 19, 2006, retired from
the Company after 35 years of distinguished service.
A
copy of
the press release announcing these items is filed as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
July
19, 2006, the Board
of
Directors
of the
Company
adopted
an amendment to the Company’s Bylaws specifying that the control share voting
restrictions contained in the Wisconsin Business Corporation Law (the “WBCL”) do
not apply to shares of stock of the Company.
Subject
to certain exceptions, the control share voting restrictions contained in
Section 180.1150 of the WBCL, which primarily apply to publicly held Wisconsin
“resident domestic corporations” such as the Company, limit the voting power of
shares held by any person in excess of 20% of the voting power of a corporation
to 10% of the full voting power of such excess shares, unless otherwise provided
in a corporation’s articles of incorporation. Prior to the adoption of 2005
Wisconsin Act 476, which became effective on June 14, 2006, a vote of the
shareholders was required to remove such limitation and restore regular voting
power. As amended by Act 476, Section 180.1150 now permits the board of
directors of a resident domestic corporation to specify that the “control share”
voting restrictions do not apply to the shares of stock of the corporation,
which the Board of Directors of the Company has done by amending the Company’s
Bylaws to add Section 2.12.
A
copy of
the amendment to the Bylaws is filed as Exhibit 3.1 to this Current Report
on
Form 8-K and is incorporated herein by reference.
ITEM
8.01. Other Events
On
July
19, 2006, the Company’s Board of Directors declared a quarterly dividend. A copy
of the Company’s news release relating to that declaration is attached hereto as
Exhibit 99.3
ITEM
9.01. Exhibits
Exhibit
3.1
Amendment to the Bylaws
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Exhibit
10.1
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Form
of Change in Control and Termination Agreement
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Exhibit
99.1
Exhibit
99.2
Exhibit
99.3
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Press
Release dated July 20, 2006 announcing initial steps in Company’s Global
Repositioning Plan
Press
Release dated July 19, 2006 announcing appointment of Thomas A. Burke
to
the position of Executive Vice President and Chief Operating Officer
and
Robert R. Kampstra to the position of Corporate Controller
Press
Release dated July 19, 2006 announcing quarterly dividend declaration
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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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Modine
Manufacturing Company
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By:
/s/
David B. Rayburn
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David
B. Rayburn
President
and Chief Executive Officer
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By:
/s/
Dean R. Zakos
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Dean
R. Zakos
Vice
President, General Counsel
and
Secretary
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Date:
July 20, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
3.1
Exhibit
10.1
Exhibit
99.1
Exhibit
99.2
Exhibit
99.3
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Amendment
to Bylaws
Form
of Change in Control and Termination Agreement
Press
Release dated July 20, 2006 announcing initial steps in Company’s Global
Repositioning Plan
Press
Release dated July 19, 2006 announcing appointment of Thomas A. Burke
to
the position of Chief Operating Officer and Robert R. Kampstra to
the
position of Controller
Press
Release dated July 19, 2006 announcing quarterly dividend declaration
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