Form 8-K TRANSCAT INC For: Dec 10
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) | December 10, 2015 |
Transcat, Inc. |
(Exact name of registrant as specified in its charter) |
Ohio | 000-03905 | 16-0874418 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
35 Vantage Point Drive, Rochester, New York | 14624 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code | 585-352-7777 |
(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:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | 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 Arrangements of Certain Officers.
On December 10, 2015, Transcat, Inc. (Transcat or the Company) announced that John J. Zimmer, Senior Vice President and Chief Financial Officer will step down as Chief Financial Officer, effective March 27, 2016, and retire from Transcat later in 2016. Transcat also announced that Michael J. Tschiderer has joined the Company as Vice President of Finance. Mr. Tschiderer will assume the role of Chief Financial Officer of the Company on March 27, 2016, succeeding Mr. Zimmer.
Mr. Tschiderer, age 56, brings more than 30 years of financial experience to Transcat. Prior to joining the Company, Mr. Tschiderer served as Global Controller of Lanzatech, Inc., a start-up carbon-recycling company, which he joined in September 2014. From February 2014 to September 2014, Mr. Tschiderer was an independent consultant. From March 2011 to February 2014, he served as Vice President, Global Controller and Treasurer of GXS Worldwide, Inc., a global cloud integration and software company, where he led a team of more than 125 employees in 15 countries. Prior to that, from April 2009 to February 2011, Mr. Tschiderer served as Vice President and Corporate Secretary of Infinia Corporation, a development stage solar technology manufacturing company, after providing consulting services to Infinia from August 2008 to April 2009. Mr. Tschiderer has experience as a certified public accountant and holds a Bachelor of Business Administration from St. Bonaventure University.
There was no arrangement or understanding between Mr. Tschiderer and any other person with respect to his appointment as Vice President of Finance and, effective March 27, 2016, as Chief Financial Officer, and there is no family relationship between him and any director or executive officer of the Company. Since March 29, 2014, there have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant in which Mr. Tschiderer, or any member of his immediate family, had, or will have, a direct or indirect material interest. Transcat and Mr. Tschiderer are not parties to an employment agreement.
Mr. Tschiderers annual base salary as Vice President of Finance is $215,000 and his target performance-based cash incentive award amount as a percentage of base salary under the Companys performance incentive plan is 45%. Payment of performance-based cash incentive awards is based on the successful achievement of pre-established corporate and individual performance goals. The Companys performance incentive plan, which is an annual cash incentive program designed to compensate key management members, is described under the heading Performance Incentive Plan in the Companys definitive proxy statement filed with the Securities and Exchange Commission on July 23, 2015. Such description is incorporated herein by reference. Mr. Tschiderers performance-based cash incentive award amount will be based equally on the achievement of individual performance objectives and corporate financial objectives set by the board of directors.
Effective March 27, 2016, Mr. Tschiderer will be eligible for long-term performance-based incentive compensation awards as described under the heading Long-Term Cash and Equity Incentive Compensation in the Companys definitive proxy statement filed with the Securities and Exchange Commission on July 23, 2015. Such description is incorporated herein by reference.
Mr. Tschiderer is subject to the Companys stock ownership objectives for executive officers and is eligible to participate in and/or receive benefits under the Companys non-qualified deferred compensation program, 401(k) plan, health and welfare plans, including medical, dental and long-term care plans, executive life insurance, short-term disability insurance, and the post-retirement plan for officers.
On December 10, 2015, the Company issued a press release announcing the transition of the Chief Financial Officers position from Mr. Zimmer to Mr. Tschiderer. The press release is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||
99.1 | Transcat, Inc. Press Release dated December 10, 2015 |
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.
TRANSCAT, INC. | ||||
Dated: | December 16, 2015 | By: | /s/ Lee D. Rudow | |
Lee D. Rudow | ||||
President and Chief Executive Officer |
Exhibit 99.1
NEWS RELEASE | |
Transcat, Inc. 35 Vantage Point Drive Rochester NY 14624 Phone: (585) 352-7777 |
IMMEDIATE RELEASE
Transcat Chief Financial Officer, John J. Zimmer, to Retire in 2016
MichaeI J. Tschiderer joins
Transcat as Vice President of Finance
to transition to Chief Financial
Officer on March 27, 2016
ROCHESTER, NY, December 10, 2015 Transcat, Inc. (NASDAQ: TRNS) (Transcat or the Company), a leading provider of accredited calibration and compliance services and distributor of professional grade handheld test, measurement and control instrumentation, announced today that following a distinguished, 30-year career in finance and accounting, John J. Zimmer, Senior Vice President of Finance and Chief Financial Officer, will retire from Transcat in 2016. The Company also announced that MichaeI J. Tschiderer has joined Transcat, effective today, as Vice President of Finance and will succeed Mr. Zimmer as Chief Financial Officer on March 27, 2016.
Commenting on his decision to retire, Mr. Zimmer stated, It has been a privilege serving as Transcats CFO during the past nine years. As a team, we have built a strong business with excellent people that deliver high-quality products and services to our continually expanding customer base. We achieved scale through acquisition and organic growth in our calibration services business and significantly grew our distribution business. With great confidence in the Companys future, I look forward to watching Transcat succeed as I turn to a new chapter in life. I envision a seamless transition with Mike, after which I will turn my focus toward my family and pursue other life goals.
Lee D. Rudow, President and CEO, commented, John has made many contributions to Transcat and I personally have appreciated his wise counsel. We greatly appreciate Johns outstanding service throughout his tenure, as well as his flexibility in planning his retirement to provide adequate time to transition his responsibilities to Mike. We wish John all the best as he changes course in life.
Mr. Rudow added, We are also fortunate to have a financial executive of Mikes caliber and experience join us. We are confident his financial and business expertise and leadership capabilities will make for a smooth transition as he steps into the role of chief financial officer.
Over the course of his career, Mr. Tschiderer has served in several senior financial executive positions, including CFO, in technology, telecommunications, manufacturing and environmental energy companies, as well as having Big 4 public accounting experience. He most recently served as Global Controller with LanzaTech, Inc., a global leader in gas fermentation technology that uses waste carbon streams to develop fuels and high-value chemicals. His experience covers the full spectrum of public company financial functions, including financial management, treasury, SEC financial reporting and investor relations. Mr. Tschiderer is a certified public accountant (inactive) and holds a Bachelor of Business Administration from St. Bonaventure University.
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Transcat Chief Financial
Officer, John J. Zimmer, to Retire in 2016
December 10, 2015
Page 2 of 2
ABOUT TRANSCAT
Transcat, Inc. is a leading provider of accredited calibration and compliance services, including analytical instrument qualifications, equipment and process validation. The Company is focused on providing best-in-class calibration analytics to highly regulated industries, including life science, aerospace, pharmaceuticals, medical device manufacturing and biotechnology. Transcat performs over 250,000 specialized technical services annually through a variety of delivery options, including permanent and periodic on-site services, mobile calibration services and in-house services (often accompanied by pick-up and delivery). The in-house services are offered through 19 Calibration Service Centers strategically located across the United States, Puerto Rico and Canada. The breadth and depth of measurement parameters addressed by Transcats ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry. Transcat also answers the call with cGMP and GLP compliant services.
In addition, Transcat operates as a leading distributor of professional grade handheld test, measurement and control instrumentation, marketing more than 100,000 premier and proprietary brand instruments to approximately 22,000 customers.
Transcats growth strategy is to leverage its service capabilities, strong brand and leading distribution platform to drive organic sales growth and to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model.
More information about Transcat can be found on its website at: Transcat.com.
For more information
contact:
John J. Zimmer, Chief
Financial Officer
Phone: (585) 352-7777
Email: [email protected]
-or-
Deborah K. Pawlowski, Investor
Relations
Phone: (716) 843-3908
Email: [email protected]
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