UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: February 23, 2007
(Date of earliest event reported)
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-12488 | 88-0106100 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification Number) | |||
| 8550 Mosley Drive | ||||
| Houston, Texas | 77075-1180 | |||
| (Address of Principal | (Zip Code) | |||
| Executive Offices) |
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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 (see General Instructions
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14D-2(b))
o 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 Principal Officers; Election of Directors; Appointment of Principal Officers |
On February 23, 2007, Thomas W. Powell, the Company’s President and Chief Executive Officer
since 1984, announced his intention to retire as Chief Executive Officer of the Company by the end
of 2008. Effective February 23, 2007, the Company’s Board of Directors appointed Patrick L.
McDonald, who previously served as general manager of the Company’s Electrical Power Products
business in Houston, Texas, as President and Chief Operating Officer. In addition, the Company’s
Board of Directors appointed Don R. Madison, who previously served as the Company’s Vice President
and Chief Financial Officer, as Executive Vice President and Chief Financial and Administrative
Officer effective February 23, 2007.
Mr. McDonald, who is 53, has served as the general manager of the Company’s Electrical Power
Products business in Houston since February 2006. He has 23 years of professional experience in
the electrical business, including 22 years with Square D, now a part of Schneider Electric,
between 1979 and 2001 and the past year with the Company. While at Square D, he held numerous
leadership positions in the areas of finance, operations and product marketing and served as vice
president of both the international and services divisions. Following his tenure at Square D, he
continued his senior management career as president of Delta Consolidated Industries, a subsidiary
of Danaher Corporation from 2001 to 2003. From 2003 until he joined the Company, Mr. McDonald was
on sabbatical. Mr. McDonald holds a Bachelor of Science degree from Indiana University.
Mr. Madison, who is 49, has served as the Company’s Vice President and CFO since 2001 and has
played a leading role in the Company’s recent acquisitions of S&I and GE’s Power/Vac® product line.
In addition to his responsibilities as Chief Financial Officer, he is currently leading the
transition team for the integration of that acquired product line. Mr. Madison received a Bachelor
of Science degree from the University of Kentucky.
In
conjunction with these appointments, the Compensation Committee of the Board approved, (i)
increasing Mr. McDonald’s annual salary, effective upon his promotion on February 23, to $280,000
per year, (ii) a bonus potential for Mr. McDonald of up to $224,000 in cash and (iii) a three year
performance-based restricted stock grant of up to 15,611 shares of common stock. At the same
meeting, the Compensation Committee of the Board approved (i) increasing Mr. Madison’s annual
salary, effective upon his promotion on February 23, to $270,000 per year, (ii) a bonus potential
for Mr. Madison of up to $216,000 in cash and (iii) a three year performance-based restricted stock
grant of up to 17,367 shares of common stock.
Effective as of February 23, 2007, Mark W. Reid resigned as Executive Vice President of the
Company to pursue other opportunities. In connection with his resignation, the Company has agreed
to provide Mr. Reid $450,000, representing a multiple of Mr. Reid’s annual base salary plus other
benefits, to be paid to Mr. Reid in approximately equal payments over the next 12 months. The
Company has also agreed to extend the time in which Mr. Reid may exercise his vested stock options
of the Company from 90 days to one year following February 23, 2007.
| Item 8.01. | Other Information |
On February 26, 2007, the Company announced the information discussed in the first three
paragraphs of Item 5.01 above. A copy of the Company’s press release is attached hereto as Exhibit
99.1. The press release is incorporated by reference herein and the foregoing description of the
press release is qualified in its entirety by reference to the attached exhibit.
| Item 9.01. | Financial Statements and Exhibits |
c. Exhibits
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated February 26, 2007. |
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 thereunto duly authorized.
| POWELL INDUSTRIES, INC. |
||||
| By: | /s/ DON R. MADISON | |||
| Date: March 1, 2007 | Don R. Madison | |||
| Executive Vice President Chief Financial and Administrative Officer (Principal Accounting and Financial Officer) | ||||
EXHIBIT 99.1
Powell Industries Announces Organizational Changes Consistent With Succession Plan
HOUSTON, Feb 26, 2007 /PRNewswire-FirstCall via COMTEX News Network/ — Powell Industries, Inc.
(Nasdaq: POWL), a leading manufacturer of equipment and systems for the control, distribution and
management of electrical and other dynamic processes, today announced that Tom Powell, age 66,
president and chief executive officer since 1984, plans to retire as chief executive officer by the
end of 2008. Mr. Powell plans to remain on the board after retirement.
Tom Powell joined Powell Industries in 1964 when the company’s revenues were less than $3 million
per year. During his tenure as president and CEO, the company’s annual revenues grew from $51
million in 1984 to $375 million at the end of fiscal 2006.
Patrick L. McDonald, age 53, current general manager of Powell’s Electrical Power Products business
in Houston, becomes the company’s president and chief operating officer, effective immediately.
Also, Don R. Madison, age 49, vice president and chief financial officer, has been promoted to
executive vice president and chief financial and administrative officer, also effective
immediately, and will continue to report to Tom Powell.
Mr. Powell stated, “I am announcing this now in order to ensure a smooth transition. I will
continue to work side by side with these two highly qualified executives to ensure we continue to
build on our past successes and achieve even greater success in the future. This is the right time
and the right leadership team to carry the company into the future.”
Mr. McDonald has 23 years of professional experience in the electrical business, including 22 years
with Square D, now a part of Schneider Electric, and the past year with Powell Industries. While at
Square D, he held numerous leadership positions in the areas of finance, operations and product
marketing and served as vice president of both the international and services divisions. Following
his tenure at Square D, he continued his senior management career as president of Delta
Consolidated Industries, a subsidiary of Danaher Corporation. Mr. McDonald holds a Bachelor of
Science degree from Indiana University.
Mr. Madison, a graduate of the University of Kentucky, has been vice president and CFO since 2001
and has played a leading role in the company’s recent acquisitions of S&I and GE’s Power/Vac(R)
product line. In addition to his responsibilities as CFO, he is currently leading the transition
team for the integration of that acquired product line.
Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems and
equipment for the control, distribution and management of electrical energy and other dynamic
processes. Powell provides products and services to large industrial customers such as utilities,
oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining
operations, commuter railways and other vehicular transportation facilities. For more information,
please visit http://www.powellind.com .
Contacts:
|
Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 Ken Dennard / ksdennard@drg-e.com Karen Roan / kcroan@drg-e.com DRG&E / 713-529-6600 |
|
SOURCE:
|
Powell Industries, Inc. |