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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number:
3235-0060 |
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Washington, D.C. 20549 |
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FORM 8-K |
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) |
June 2, 2008 |
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TRIMAS CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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001-10716 |
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38-2687639 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan |
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48304 |
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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 |
(248) 631-5400 |
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Not Applicable |
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(Former name or former address, if changed since last report.) |
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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 (see General Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On June 2, 2008, TriMas Corporation (“TriMas”) announced that A. Mark Zeffiro is joining TriMas as its Chief Financial Officer beginning June 2, 2008.
Mr. Zeffiro, 42, has served as Vice President, Finance, Global Consumer Products Group of Black & Decker Corporation, the nation’s leading manufacturer of power tools and accessories, since November 2004. From June 2003 through November 2004, he served as Chief Financial Officer of First Quality Enterprises, a privately held manufacturer of consumer products distributed through health care management and retail channels. Prior to then, Mr. Zeffiro was employed at General Electric Company, a diversified industrial company, from 1988 through June 2003 and served as the Chief Financial Officer, GE Medical Systems, Americas and Global Equipment, the medical imaging manufacturing division of GE, from June 2001 through June 2003. Mr. Zeffiro holds a B.S. in quantitative analysis from Bentley College.
A copy of the offer letter agreement (the “Letter Agreement”) with Mr. Zeffiro providing the compensation and related benefits to Mr. Zeffiro during his employment with TriMas is attached hereto as Exhibit 10.1. Mr. Zeffiro also will be eligible to receive the benefits of the TriMas Executive Severance / Change of Control Policy, a copy of which was filed with the Commission on November 22, 2006.
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In connection with Mr. Zeffiro’s employment, TriMas intends to enter into a written indemnification agreement with Mr. Zeffiro in the form of TriMas’ standard indemnification agreement for officers and directors.
A copy of the press release announcing the hiring of Mr. Zeffiro is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
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Exhibit No. |
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Description |
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10.1 |
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Letter Agreement dated April 28, 2008. |
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99.1 |
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Press Release dated June 2, 2008 |
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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TRIMAS CORPORATION |
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Date: |
June 2, 2008 |
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By: |
/s/ Joshua A. Sherbin |
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Name: |
Joshua A. Sherbin |
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Title: |
General Counsel and Secretary |
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Exhibit 10.1
April 28, 2008
Mr. A. Mark Zeffiro
Dear Mark:
Your discussions with the TriMas Leadership Team and me left each of us with a very positive impression of your experience base, knowledge, personal qualities and sense of commitment. Accordingly, we are delighted to extend to you an offer of employment as Chief Financial Officer of TriMas Corporation. In this position you would report directly to me. The general terms and conditions of this offer, which remain subject to Board approval, are as follows:
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Salary: |
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$360,000 annually; compensation occurs bi-weekly. |
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Signing Bonus: |
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You will be awarded a signing bonus of $100,000 within thirty (30) days of starting your employment that will be contingent upon your remaining with the Company for a period of one (1) year. |
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Annual Bonus: |
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You will be eligible to participate in the TriMas – Annual Value Creation Plan (AVCP). Your target award will be seventy percent (70%) of base compensation for each year. Achievement of this award is determined by the performance of TriMas Corporation and your personal performance. We will guarantee a 2008 bonus of $150,000 to be compensated in accordance with plan requirements. |
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Incentive |
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Your position will entitle you to participate in the 2006 TriMas Long Term Equity Incentive Plan. You will be awarded twelve thousand (12,000) time-based restricted stock shares and be eligible for an additional twenty-one thousand (21,000) performance based units as defined by the enclosed Restricted Stock and Performance Unit Agreement and upon formal Compensation Committee approval. |
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Benefits: |
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You will be eligible to participate in the TriMas benefits program for senior executives. TriMas will provide executive health care, executive life insurance, short & long-term disability coverage, accidental death & dismemberment insurance and executive retirement benefits including financial advisory assistance. TriMas requires dependent verification be provided for each dependent covered under the TriMas plans to confirm dependent eligibility. |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 P: 248-631-5450 F: 248-631-5455 E: info@trimascorp.com
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In addition, you are eligible for an executive automobile allowance, private club membership and participation under the TriMas Executive Severance Policy. |
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Relocation: |
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In addition to the benefits under the TriMas Relocation Policy, we will provide financial assistance in the event you should be unable to sell your current residence after purchasing a new residence in the Detroit metropolitan area. This would involve the payment of your current mortgage (principle, interest, taxes and insurance) and appropriate duplicate home costs for a total period of six (6) months during which you own both residences. |
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Vacation: |
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You will be entitled to four (4) weeks of vacation annually. In addition, the TriMas corporate office will observe approximately twelve holidays which includes closing each year for the period between Christmas and New Years. |
TriMas Corporation promotes a values oriented and drug-free workplace. Therefore, this employment offer is contingent upon the successful completion of a of a drug screen, references review, personal background check and verification of your 2007 total compensation information. Please contact Kristine Thomas on (248) 631- 5468 to coordinate completing the necessary pre-employment documents for return in the enclosed self-addressed envelope.
Mark, we are looking forward to having you become Chief Financial Officer for TriMas Corporation. We are highly confident of your ability to participate in the successful growth and performance of our business.
As discussed, if this letter accurately reflects your understanding of the offer and if these terms and conditions are agreeable to you, please verify your agreement by signing this document and returning it me within the next fourteen (14) days.
Sincerely,
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/s/ Grant H. Beard |
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Grant H. Beard |
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President and Chief Executive Officer |
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TriMas Corporation |
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Accepted by:
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/s/ A. Mark Zeffiro |
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May 2, 2008 |
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A. Mark Zeffiro |
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Date |
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Cc: |
Dwayne M. Newcom |
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Vice President – Human Resources |
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2
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
CONTACT: |
Sherry Lauderback |
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Vice President, Investor Relations & |
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Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
TRIMAS NAMES A. MARK ZEFFIRO AS NEW CHIEF FINANCIAL OFFICER
BLOOMFIELD HILLS, Michigan, June 2, 2008 – TriMas Corporation (NYSE: TRS) - a diversified growth company of specialty niche businesses – today announced that A. Mark Zeffiro, has joined its executive management team as Chief Financial Officer, effective immediately. Zeffiro joins the company with twenty years of financial management and business experience at General Electric Company (GE) and Black and Decker Corporation.
“We are pleased to be adding such a qualified and experienced member to our team,” commented Grant Beard, TriMas President and Chief Executive Officer. “Mark’s financial, operational and strategic experience will be important to TriMas as we continue to expand both in the United States and internationally and we drive enhanced operational performance across our business portfolio.”
During his four-year tenure with Black and Decker, Zeffiro most recently served as Vice President of Finance for the Global Consumer Product Group where he had responsibility for financial and operational activities within the United States, Europe, Latin America and China, including growth, profit improvement and cost reduction initiatives. From 2003 to 2004, Zeffiro served as Chief Financial Officer of First Quality Enterprises, a producer of consumer products distributed through health care management and retail channels both domestically and globally. From 1988 to 2003, he held a series of operational and financial leadership positions of increasing responsibility at GE, concluding his 15 year service there as Chief Financial Officer of its $3 billion medical imaging manufacturing division. Zeffiro also has leadership experience in mergers/acquisitions, business process improvement, audit and financial planning and analysis.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) is a diversified growth company of specialty niche businesses manufacturing a variety of highly engineered products for commercial, industrial and consumer markets worldwide. TriMas Corporation is organized into five strategic business groups: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. TriMas Corporation has nearly 5,000 employees at 70 different facilities in 10 countries. For additional information, please visit www.trimascorp.com.
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