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): September 16,
2010
Colfax
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8730
Stony Point Parkway, Suite 150
Richmond,
VA 23235
(Address
of Principal Executive Offices) (Zip Code)
(804) 560-4070
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
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 Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
On
September 21, 2010, the Board of Directors (the “Board”) of Colfax Corporation
(the “Company”) appointed C. Scott Brannan as the Company’s Chief Financial
Officer and Treasurer, to be effective October 18, 2010. Mr. Brannan
resigned from the Board and all committees thereof on September 21, 2010 in
connection with this appointment. Mr. Brannan will succeed G. Scott
Faison, who will step down as the Corporation’s Chief Financial Officer and
Treasurer on October 18, 2010. Mr. Faison’s change in position was
communicated to him on September 16, 2010.
Further,
on September 21, 2010, A. Clayton Perfall was appointed to the Board to fill the
vacancy created by Mr. Brannan’s departure from the Board. Mr.
Perfall was also appointed as the chairman of the Audit
Committee. Rhonda Jordan, a director of the Company, was appointed to
the Nominating and Corporate Governance Committee effective upon Mr. Brannan’s
departure from the Board.
The full
text of the Company’s press release issued on September 21, 2010, is attached
hereto as Exhibit 99.1 and is incorporated in this report by
reference.
Biographical Information
Regarding Mr. Brannan
Mr.
Brannan, age 52, served as a director of the Company from May 13, 2008 to
September 21, 2010 and was the chairman of the Audit Committee during that time.
Mr. Brannan has been a partner of Aronson & Company, an accounting and
consulting firm, since 2003.
Employment Arrangements with
Mr. Brannan
On
September 21, 2010, the Company and Mr. Brannan entered into an employment
agreement (the “Employment Agreement”) to be effective October 18, 2010. The
following summary of the terms and conditions of the Employment Agreement is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is attached hereto as Exhibit 10.1.
Under the
Employment Agreement, Mr. Brannan’s employment with the Company may be
terminated for any reason by either party upon 60 days notice. The
Company may accelerate the termination date under the Employment Agreement so
long as payment is made to Mr. Brannan of the base salary amount that would have
been owed for the full notice period. The base salary of Mr.
Brannan is set under the Employment Agreement at $350,000 and his base salary
may not be reduced below the amount previously in effect without his written
agreement. In addition, Mr. Brannan is entitled to participate in the Company’s
annual cash incentive program in a target amount equal to 50% of his base salary
then in effect.
The
Employment Agreement also contains non-competition, non-solicitation and
non-disparagement restrictions during the term of the Employment Agreement and
for certain specified periods thereafter.
In
connection with Mr. Brannan’s appointment, the Board approved a grant to him of
stock options valued at $375,000 and performance restricted stock units valued
at $75,000, such grant to be made effective on October 18, 2010 (the “Grant
Date”) pursuant to the terms of the Company’s 2008 Omnibus Incentive
Plan. The stock options will vest in three equal annual installments
beginning with the first anniversary of the Grant Date (subject to Mr. Brannan’s
continued service to the Company on each such anniversary) and will have a per
share exercise price equal to the closing price of the Company’s common stock on
the New York Stock Exchange on the Grant Date. The performance
restricted stock units will be earned if the Company meets the 2010 adjusted
earnings per share targets set for senior executives, and, if earned, will vest
in two equal installments upon the fourth and fifth anniversaries of the Grant
Date, subject to Mr. Brannan’s continued employment with the Company on each
such anniversary.
The
Employment Agreement also provides for Mr. Brannan to receive health insurance
and other benefits commensurate with the benefits that the Company provides our
senior executives.
In the
event that Mr. Brannan is terminated by the Company without “cause” or he
resigns for “good reason” (each as defined in the Employment Agreement), he will
be entitled to (i) a lump sum payment equal to one times his base salary in
effect and his target annual incentive compensation for the year of termination
(or, if greater, the average of the two highest actual annual incentive payments
made to him during the last three years) and (ii) a lump sum payment equal to
his pro rata annual incentive compensation for the year of termination subject
to the performance criteria having been met for that year under the annual bonus
plan. In the event Mr. Brannan is terminated by the Company without
“cause” or for “good reason” within three months prior to a “change in control
event” (each as defined in the Employment Agreement), or two years after a
“change in control”, he will be entitled to (i) a lump sum payment equal to two
times his base salary in effect and his target annual incentive compensation for
the year of termination (or, if greater, the average of the two highest actual
incentive payments made to him during the last three years), (ii) a lump sum
payment equal to his pro rata annual incentive compensation for the year of
termination and (iii) immediate vesting of all equity awards, with any
performance objectives applicable to performance-based equity awards deemed to
have been met at the greater of (a) the target level at the date of termination
and (b) actual performance at the date of termination. Mr. Brannan’s
right to these severance payments is conditioned on his execution of a waiver
and release agreement in favor of the Company.
Consulting Agreement with
Mr. Faison
The
Company and Mr. Faison have agreed to enter into a Consulting Agreement (the
“Consulting Agreement”) providing that Mr. Faison will cease to be Chief
Financial Officer on October 18, 2010 but will remain an employee until November
15, 2010. After Mr. Faison’s employment ends, he will be engaged as financial
advisor to the Company, through February 28, 2011 or, if later, the filing of
the Company’s Form 10-K for the fiscal year ended December 31,
2010. He will be paid $275 per hour for his services for a minimum of
104 hours per month during the term of the Consulting Agreement. In
addition, on November 15, 2010, vesting will accelerate in full for 15,401 stock
options granted to Mr. Faison on March 13, 2009 that would have otherwise vested
on March 13, 2011 and for 9,670 stock options granted to Mr. Faison on March 29,
2010 that would have otherwise vested on March 29, 1011. The term for
exercise of these accelerated stock options, as well as 9,549 vested stock
options granted in 2008 and 15,401 vested stock options granted in 2009, will be
amended so that they will remain exercisable until November 15,
2012. In addition, 12,483 shares of the Company’s common stock
granted to Mr. Faison on May 7, 2008 that remain subject to delayed delivery
will be delivered in full to Mr. Faison on or about November 15,
2010. Mr. Faison will be entitled to certain additional payments
after his employment ends pursuant to the terms of his Executive Employment
Agreement dated April 29, 2008, as amended effective as of January 1,
2010.
Appointment of Mr.
Perfall
As
disclosed above, on September 21, 2010 A. Clayton Perfall was appointed to the
Board to fill the vacancy created by Mr. Brannan’s resignation from the
Board. Mr. Perfall is also replacing Mr. Brannan as the chairman of
the Audit Committee of the Board.
Consistent
with the terms of the Company’s director compensation package for non-employee
directors, Mr. Perfall received a grant of 5,556 restricted stock units upon his
appointment to the Board. These restricted stock units will vest in
three equal installments on the first three anniversaries of the grant
date. Mr. Perfall will also receive an annual cash retainer of
$35,000 and an annual equity award of $60,000 in restricted stock units at the
time of the Company’s annual shareholders meeting, which award will vest in
three equal installments on the first three anniversaries of the grant
date. The Board has approved a director deferred compensation plan
which will allow Mr. Perfall to receive, at his discretion, deferred stock units
in lieu of his annual cash retainer and meeting fees.
In
connection with Mr. Perfall’s appointment to the Board, he and the Company have
entered into the Company’s standard form of indemnification agreement for
executive officers and directors, the form of which was previously filed as
Exhibit 10.3 to the Company’s registration statement on Form S-1 (File No.
333-148486).
Item
9.01. Financial Statements and Exhibits.
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10.1
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Employment
Agreement, dated September 21, 2010, between C. Scott Brannan and Colfax
Corporation
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99.1
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Colfax
Corporation press release dated September 21,
2010
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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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Colfax
Corporation
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Date:
September 22, 2010
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By:
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/s/ Clay H. Kiefaber
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Name:
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Clay
H. Kiefaber
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Title:
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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10.1
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Employment
Agreement, dated September 21, 2010, between C. Scott Brannan and Colfax
Corporation
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99.1
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Colfax
Corporation press release dated September 21,
2010
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