form8_k.htm
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): April 1, 2008
FRANKLIN
ELECTRIC CO., INC.
(Exact
name of registrant as specified in its charter)
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Indiana
(State
or other jurisdiction of incorporation)
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0-362
(Commission
File Number)
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35-0827455
(I.R.S.
Employer Identification No.)
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400
E. Spring Street
Bluffton,
IN
(Address
of principal executive offices))
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46714
(Zip
Code)
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Registrant’s
telephone number, including area code: (260)
824-2900
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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):
[ ] 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 April
7, 2008, Franklin Electric Co., Inc. (the “Company”) announced that Thomas J.
Strupp had resigned from his positions as Chief Financial Officer and Secretary
of the Company, in which capacity he also served as the Company’s principal
accounting officer, effective April 14, 2008. Mr. Strupp will
continue to serve as a Vice President and as President of Water Transfer
Systems.
On April
7, 2008, the Company announced that the Board of Directors of the Company had
appointed John J. Haines, 44, to serve as Vice President, Chief Financial
Officer and Secretary, in which capacity he will also serve as principal
accounting officer, effective April 14, 2008. As with other corporate
officers, Mr. Haines will serve until his successor has been duly elected or
until his death, resignation or removal by the Board. Officers are
elected annually by the Board at the Board meeting held in conjunction with the
annual meeting of shareholders.
A copy of
the press release announcing Mr. Haines’ appointment and Mr. Strupp’s
resignation is attached hereto as Exhibit 99.1 and incorporated herein by this
reference.
Mr.
Haines was most recently the Managing Director and Chief Executive Officer of
HSBC Auto Finance, a national automobile lender. Prior to this, Mr.
Haines was employed by General Electric in a variety of capacities from
1989-2004, including as its Senior Vice President of Products and Services from
2003-2004, Senior Vice President of North American Operations from 2002-2003 and
Vice President of Asset Remarketing from 1999-2002. Neither HSBC Auto
Finance nor General Electric is a parent, subsidiary or other affiliate of the
Company.
Mr.
Haines was not selected pursuant to any arrangement or understanding between him
and any other person. There has been no transaction or proposed
transaction since January 1, 2007, to which the Company was or is to be a party,
and in which Mr. Haines or any member of his immediate family had or is to have
a direct or indirect material interest. There are no family
relationships between Mr. Haines and any of the Company’s other directors,
executive officers or persons nominated or chosen by the Company to become
directors or executive officers.
In
connection with his appointment as Vice President, Chief Financial Officer and
Secretary, the Company entered into an employment agreement (the “Employment
Agreement”) with Mr. Haines, effective April 14, 2008. A complete
copy of the Employment Agreement is attached hereto as Exhibit 10.1 and
incorporated herein by this reference.
The
Employment Agreement provides for, among other things, the
following:
1. An
initial annual salary of $250,000, which amount may be increased annually (but
not decreased except with Mr. Haines’ consent).
2. Participation
in the Company’s Executive Officer Annual Incentive Cash Bonus Program, with an
annual bonus for the fiscal year ending 2008 that will not be less than
$160,000.
3. Participation
in the Company’s Stock Plan, with an initial grant of an option to purchase
10,000 shares of the Company’s common stock to vest in four equal annual
installments and a grant of 8,000 shares of the Company’s common stock to vest
after four years.
4. Participation
in the Company’s employee benefit plans for senior executives.
The
Agreement has an initial term of three years, which will automatically extend
for additional one-year periods unless either party provides 90 days prior
notice of its election not to extend the term. Mr. Haines’ employment may be
terminated at any time by the Company or Mr. Haines by giving 90 days prior
written notice (earlier in certain circumstances). If Mr. Haines
terminates his employment without Good Reason (as defined in the Employment
Agreement) or the Company terminates his employment with Good Cause (as defined
in the Employment Agreement), Mr. Haines will receive a pro-rata portion of his
salary for the year of termination and the benefits pursuant to the Company’s
employee benefit plans until termination, but he will not receive a
bonus. If the Company elects not to extend the term of the Employment
Agreement, the Company terminates Mr. Haines’ employment without Good Cause or
Mr. Haines terminates employment for Good Reason, Mr. Haines will receive a
pro-rata portion of his salary for the year of termination, a bonus at least
equal to his pro-rata bonus for the year prior to termination, a lump sum
payment equal to 12 months of salary and the bonus paid for the prior year,
immediate vesting of all stock option and continued benefits pursuant to the
Company’s employee benefits plans for the 12-month severance
period.
If within
two years following a Change in Control (as defined in the Employment
Agreement), Mr. Haines terminates his employment for Good Reason or the Company
terminates his employment without Good Cause, he will receive a pro-rata portion
of his salary for the year of termination, a bonus at least equal to his
pro-rated bonus for the year prior to termination, a lump sum payment equal to
24 months of salary and two times the bonus paid for the prior year, immediate
vesting in, and cash payment for, all stock options, and continued benefits
pursuant to the Company’s employee benefit plans for the 24-month severance
period. In addition, Mr. Haines will receive a payment to cover any
liability arising under Section 280G of the Internal Revenue Code as a result of
the severance benefits.
For the
term of Mr. Haines’ employment and 24 months after termination of employment,
Mr. Haines is subject to a non-solicitation provision with respect to the
Company’s customers and employees.
The
Company has separately agreed to pay Mr. Haines’ reasonable moving expenses and
the customary costs associated with the sale and purchase of his principal
residence, as well as an employment acceptance allowance of
$15,000.
Mr.
Haines has also entered into a Confidentiality and Non-Compete Agreement dated
March 12, 2008. A copy of the form of Confidentiality and Non-Compete
Agreement is filed as Exhibit 10.2 to this Report and incorporated herein by
this reference.
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number Description
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10.1
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Employment
Agreement, dated April 1, 2008, between the Company and John J.
Haines
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10.2
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Form
of Confidentiality and Non-Compete Agreement (incorporated by reference to
Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal
year ended January 1, 2005)
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99.1
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Press
release, dated April 7, 2008, announcing Thomas J. Strupp’s resignation
and John J. Haines’ appointment
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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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FRANKLIN
ELECTRIC CO., INC.
(Registrant)
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Date: April
7, 2008
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By: ______________________
Name
Vice
President, CFO and Secretary
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Exhibit
Index
Exhibit
Number Description
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10.1
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Employment
Agreement, dated April 1, 2008, between the Company and John J.
Haines
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10.2
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Form
of Confidentiality and Non-Compete Agreement (incorporated by reference to
Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal
year ended January 1, 2005)
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99.1
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Press
release, dated April 7, 2008, announcing Thomas J. Strupp’s resignation
and John J. Haines’ appointment
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