Form 8-K R F INDUSTRIES LTD For: Dec 31

 

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 31, 2020

 

	RF INDUSTRIES, LTD.
	(Exact name of registrant as specified in its charter)

 

Nevada	000-13301	88-0168936
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

 

7610 Miramar Road, Bldg. 6000

San Diego, California 92126-4202

(Address of Principal Executive Offices)

 

(858) 549-6340

(Registrant’s Telephone Number)

 

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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:

 

☐	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))

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	RFIL	NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 31, 2020, the Board of Directors of RF Industries, Ltd. (the “Company”) appointed Mark K. Holdsworth as a director and new member of the Board, effective immediately. Mr. Holdsworth was appointed to fill the vacancy created by the recent retirement of Howard Hill. Mr. Holdsworth was also appointed as a member of the Board’s Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee.

 

Mark K. Holdsworth, 55, is the Managing Partner of The Holdsworth Group, LLC (“THG”), which he founded in 2019. THG is a trusted capital partner, advisor, and curator of alternative investments for family offices and corporations worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, Managing Partner and Operating Partner of Tennenbaum Capital Partners, LLC (“TCP”), a Los Angeles-based private multi-strategy investment firm that was acquired by BlackRock, Inc. in August 2018, and was a Managing Director at BlackRock until April 2019. Mr. Holdsworth is currently a director of Parsons Corporation (NYSE: PSN), where he serves as Chairman of the Corporate Governance and Responsibility Committee, and as a member of the Executive Committee. Mr. Holdsworth earned a Bachelor of Arts degree from Pomona College, a Bachelor of Science degree (with Honors) from the California Institute of Technology and a Master of Business Administration degree from Harvard Business School.

 

Mr. Holdsworth will be compensated under the Company’s director compensation program as in effect from time to time, as most recently described in the Company’s 2020 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2020. As part of his annual compensation, Mr. Holdsworth was granted 3,334 shares of the restricted stock, which shares will vest quarterly through September 15, 2021. Mr. Holdsworth will also enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2020.

 

The Company agreed to appoint Mr. Holdsworth to the Board in connection with his acquisition of shares of the Company’s common stock from Mr. Hill in a private transaction, in which Mr. Hill elected to resign from the Board. There are no other arrangements or understandings between Mr. Holdsworth and any other persons pursuant to which he was chosen as a director of the Company. There are no family relationships between Mr. Holdsworth and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director. Mr. Holdsworth is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

 

Item 8.01.             Other Events.

 

On January 5, 2021, the Company issued a press release announcing the appointment of Mr. Holdsworth as a director. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit No.		Description
99.1		Press release dated January 5, 2021.

 

 

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.

 

 

January 5, 2021	By:	/s/ Robert Dawson
		Robert Dawson
		President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE     Contact:

MKR Investor Relations Todd Kehrli Analyst/Investor Contact  (323) 468-2300  [email protected]

 

 

 

RF Industries Appoints Seasoned Financial Executive Mark Holdsworth

to Board of Directors

 

SAN DIEGO, CA, January 5, 2021 – RF Industries, Ltd. (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced it has appointed Mark K. Holdsworth to its board of directors. Mr. Holdsworth was appointed to fill the vacancy created by the recent retirement of Howard Hill.

 

Mr. Holdsworth is a founder and managing partner of The Holdsworth Group, a trusted capital partner, advisor, and curator of alternative investments for family offices and corporations worldwide. He specializes in active management oversight, strategy, M&A activity and financing, with extensive financial expertise to provide knowledgeable insight and implement structures that can be used to accelerate growth and improve financial flexibility.

 

Robert Dawson, President and CEO of RF Industries, commented, “Mark’s extensive experience and expertise in investing and mergers and acquisitions will be a valuable asset to RF Industries as we continue to pursue acquisitions as part of our growth strategy. We are excited to have him join our board and look forward to his contributions as we continue executing on our plan for long-term growth including a clear focus on M&A.”

 

Prior to forming The Holdsworth Group, Mr. Holdsworth was Co-Founder, Managing Partner and Operating Partner of Tennenbaum Capital Partners, LLC (“TCP”), a Los Angeles-based private investment firm with approximately $9 billion under management. He was also the CEO of several of TCP's funds and was one of the original managing partners of the firm. Prior to co-founding TCP in 1996, Mr. Holdsworth worked as an investment banker and in real estate. He has extensive experience investing in multiple industries, including technology and telecom, and serving on boards of directors for companies in a variety of industries. He is also a Director of Parsons Corporation (NYSE: PSN), where he is the Chairman of the Corporate Governance and Responsibility Committee and a member of the Executive Committee.

 

Mr. Holdsworth said, “I am excited to be joining the board of such a high quality enterprise. As a substantial shareholder of RF Industries, I am eager to help the team unlock the company’s considerable potential.”

 

In addition to Mr. Holdsworth’s business affiliations, he is actively involved in a number of philanthropic and local community causes including: Chairman of the Department of Humanities and Social Sciences Chair’s Council at The California Institute of Technology (“Caltech”); a member of YPO, San Gabriel Valley; President of the First Tee of Greater Pasadena; a Trustee of Polytechnic School; and former National Trustee of the Boys & Girls Club of America. Mr. Holdsworth received a B.A. from Pomona College in Physics, a B.S. (Honors) from Caltech in Engineering and Applied Science, and an M.B.A. from Harvard Business School.

 

About RF Industries

 

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets including wireless/wireline telecom, data communications and industrial. The Company's products include RF connectors, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in Long Island, New York, Vista, California, Milford, Connecticut and North Kingstown, Rhode Island. Please visit the RF Industries website at www.rfindustries.com.

 

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