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: January 24, 2005
(Date of earliest event reported)
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-6365
| Minnesota | 41-0919654 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
7900 Xerxes Avenue South, Suite 1800,
Minneapolis, Minnesota 55431
(Address of principal executive offices, including zip code)
(952) 835-1874
(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:
| ¨ | 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 Principal Officers; Election of Directors; Appointment of Principal Officers.
| (d) | The Company announced its Board of Directors had elected three new directors, J. Terry Manning, Robert J. Marzec and David E. Weiss, effective as of January 24, 2005. There are no arrangements or understandings among Messrs. Manning, Marzec and Weiss and any other persons pursuant to which Messrs. Manning, Marzec and Weiss were selected as directors. |
Mr. Manning, who was elected as a Class II director, will serve on the audit and finance committees of the Company’s Board of Directors. Mr. Manning is the retired vice chairman and audit partner of BDO Seidman, LLP, retiring in 1999 after a 26-year career with the firm.
Mr. Marzec, who was elected as a Class I director, will serve on the audit committee of the Company’s Board of Directors. Mr. Marzec is a retired audit partner of PricewaterhouseCoopers, retiring in 2002 after a 36-year career with the firm.
Mr. Weiss, who was elected as a Class I director, will serve on the compensation committee of the Company’s Board of Directors. Mr. Weiss is the retired chairman, president and chief executive officer of Storage Technology Corporation, retiring in 2000 after serving as its CEO for four years and in other executive positions at Storage Technology Corporation from 1991 to 1996.
The Company also announced that Barbara B. Grogan and J. Patrick Horner, two long term Class I directors of the Company, will not be standing for re-election at the 2005 annual meeting of shareholders. Ms. Grogan and Mr. Horner have each notified the Company that their decision not to stand for re-election to the Board is not related to any disagreement with management of the Company on any matter relating to the Company’s operations, policies or practices.
A press release, dated January 25, 2005, announcing the election of Messrs. Manning, Marzec and Weiss to the Company’s Board of Directors is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (c) | The following exhibit is being filed with this report: |
99.1 Press Release, dated January 25, 2005, of Apogee Enterprises, Inc.
SIGNATURE
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.
| APOGEE ENTERPRISES, INC. | ||
| By: |
/s/ William F. Marchido | |
| William F. Marchido Chief Financial Officer | ||
Date: January 26, 2005
EXHIBIT INDEX
99.1 Press Release, dated January 25, 2005, of Apogee Enterprises, Inc.
EXHIBIT 99.1
| Contact: | Mary Ann Jackson Investor Relations 952-830-0674 mjackson@apog.com |
For Immediate Release
Tuesday, January 25, 2005
APOGEE ENTERPRISES ANNOUNCES NEW DIRECTORS
MINNEAPOLIS, MN (January 25, 2005) – Apogee Enterprises, Inc. (Nasdaq:APOG), which develops and delivers value-added glass products and services for the architectural, large-scale optical and automotive industries, today announced election of three new directors – two retired partners from public accounting firms and a retired chairman and chief executive officer (CEO) of a public company.
“Our new directors bring additional financial and management strength to our board, which will be an asset as we continue to implement strategies to grow our architectural and picture framing glass businesses,” said Russell Huffer, Apogee chairman and CEO. “They are joining our board mid-year to ensure a more orderly transition as two long-term directors leave the board.” He said that Barbara B. Grogan and J. Patrick Horner have indicated that they will not be standing for reelection at the 2005 annual meeting planned for June. With the addition of these three directors, the Apogee board currently has 12 members.
J. Terry Manning, 56, is the retired vice chairman and audit partner of BDO Seidman, LLP, the U.S. member firm of the BDO International network, the largest of the “second tier” accounting firms worldwide. It provides assurance, tax, financial advisory and consulting services to private and publicly traded businesses in the United States. He will serve on the Apogee board of directors audit and finance committees and is a Class II director who will stand for reelection at the 2006 annual meeting. He joined BDO Seidman in 1973 and in 1978 was elected partner; he spent more than 15 years in audit before moving into a management role with the firm. He retired from BDO Seidman in 1999.
Robert J. Marzec, 60, is a retired audit partner of PricewaterhouseCoopers, one of the world’s largest accounting firms, providing public and private clients industry-focused assurance, tax and advisory services. He will serve on the Apogee board of directors audit committee and is a Class I director who will stand for reelection at the 2005 annual meeting. Marzec spent his entire career in public accounting at PwC, joining the firm in 1966, becoming a partner in 1979 and managing the Minneapolis office of PricewaterhouseCoopers from 1991 to 1998. He retired from PwC in 2002.
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Apogee Enterprises, Inc. • 7900 Xerxes Avenue South • Minneapolis, MN 55431 • (952) 835-1874 • www.apog.com
Apogee Enterprises, Inc.
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David E. Weiss, 60, is the retired chairman, president and chief executive officer of Storage Technology Corporation (StorageTek), a $2 billion global public company that designs, manufactures and distributes a range of data storage solutions for the management, retrieval and protection of business critical information. He will serve on the Apogee board of directors compensation committee and is a Class I director who will stand for reelection at the 2005 annual meeting. In 1996, he became CEO of StorageTek, retiring in 2000. He had held executive positions since joining StorageTek in 1991, following a 23-year career at IBM where he held numerous executive level positions.
Apogee Enterprises, Inc. (www.apog.com), headquartered in Minneapolis, is a world leader in technologies involving the design and development of value-added glass products, services and systems. The company is organized in three segments: architectural products and services companies design, engineer, fabricate, install, maintain and renovate the walls of glass and windows comprising the outside skin of commercial and institutional buildings; large-scale optical technologies segment consists of a developer and producer of high technology glass and acrylic that enhances the visual performance of products for the picture framing, display and imaging industries; and automotive replacement glass and services segment consists of a fabricator of aftermarket foreign and domestic car windshields.
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Apogee Enterprises, Inc. • 7900 Xerxes Avenue South • Minneapolis, MN 55431 • (952) 835-1874 • www.apog.com