SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 7, 2004
NATCO Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-15603 22-2906892
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2950 North Loop West, 7th Floor
Houston, Texas 77092
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 683-9292
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD
As previously reported, on July 28, 2004, NATCO Group Inc. entered into a
Separation Agreement with Mr. Nathaniel A. Gregory, its then Chief Executive
Officer. Pursuant to the Agreement, Mr. Gregory stepped down as the Company's
Chairman of the Board of Directors on July 28, 2004, and resigned as its Chief
Executive Officer and as a director on September 7, 2004. Mr. John U. Clarke,
an independent director who has served on the Company's Board of Directors
since February 2000, replaced Mr. Gregory as Chairman of the Board on July 28,
2004, and was appointed to serve as NATCO's interim CEO starting September 7,
2004. He is expected to remain in that position during the Board's search for a
permanent CEO.
During the time Mr. Clarke serves as interim CEO, he is not deemed to be
"independent" under Securities and Exchange Commission (SEC) and New York Stock
Exchange (NYSE) rules and therefore resigned temporarily from the Audit and the
Governance, Nominating & Compensation Committees of the Company's Board of
Directors on September 7, 2004. The Board currently expects that Mr. Clarke
would resume these committee positions on the selection of a new CEO. In the
meantime, however, the Audit Committee has only two members and is without an
"audit committee financial expert" and thus is out of compliance with NYSE
listing standards 303.01, 303A.06 and 303A.07 and SEC requirements. The Company
formally reported these circumstances to the NYSE on September 7, 2004. The
Company has retained an executive search firm to assist in the search for a
permanent CEO, with the goal of hiring a permanent CEO as soon as practicable.
In addition, the Board is separately conducting a search for an additional
director who would have the qualifications and independence to serve on the
Audit Committee and who also may serve as an audit committee financial expert.
The Company will communicate with the NYSE on a regular basis during this time
to keep it appraised of the Company's progress on these initiatives. Assuming
we fill the position of CEO promptly and Mr. Clarke returns to these
committees, we do not anticipate any material and adverse consequences from
this temporary noncompliance.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF
PRINCIPAL OFFICERS.
On September 7, 2004, Mr. Nathaniel A. Gregory resigned as Chief Executive
Officer and as a director of the Company, in accordance with the terms of his
previously announced Separation Agreement. On that same date, Mr. John U.
Clarke was appointed to serve as interim Chief Executive Officer of the
Company, and temporarily resigned from his positions as Chairman of the
Governance, Nominating & Compensation Committee of the Board of Directors and
as a member of the Audit Committee of the Board of Directors. He is continuing
to serve as Chairman of the Board during this time. Mr. George Hickox was
appointed as temporary Chairman of the Governance, Nominating & Compensation
Committee of the Board of Directors and will serve as the presiding director at
meetings of the non-management directors of the Company while Mr. Clarke is
serving as interim CEO.
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.
Dated: September 13, 2004
NATCO Group Inc.
By: /s/ Patrick M. McCarthy
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Patrick M. McCarthy
President