form8-k.htm
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): April 7, 2008
Katy
Industries, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-05558
|
75-1277589
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2461
South Clark Street, Suite 630
Arlington,
Virginia 22202
(Address
of principal executive offices) (Zip Code)
(703)
236-4300
(Registrant’s
telephone number, including area code)
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
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Item 5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangement of Certain
Officers
|
On April
7, 2008, the Board of Directors (the “Board”) of Katy Industries, Inc. (the
“Company”) announced the resignation of Anthony T. Castor, III as President and
Chief Executive Officer, effective the close of business April 18,
2008. Mr. Castor further resigned as a member of the Company’s Board,
also effective April 18, 2008. Mr. Castor will be paid termination
benefits in accordance with the terms outlined in Section 5(e)(ii)(B) of the
employment agreement between the Company and Mr. Castor, as previously filed on
August 15, 2005. Mr. Castor served on the Executive Committee of the
Board of Directors. His resignation is not due to any disagreements
with the Company.
On April
7, 2008, the Board announced the appointment of David J. Feldman as President
and Chief Executive Officer, effective April 21, 2008. Mr. Feldman,
age 49, was also appointed as a member of the Board, effective April 21,
2008. Mr. Feldman will also be appointed to serve on the Executive
Committee of the Board. Mr. Feldman is currently President and Chief
Operating Officer of Airserv Corporation and has held this position since June
2007. From December 2002 to May 2006, Mr. Feldman was President of
Cooper Lighting, a division of Cooper Industries, Inc. From June 2006
to May 2007, Mr. Feldman pursued private business interests.
The
Compensation Committee of the Board approved a compensation package for Mr.
Feldman that includes a base salary of $400,000 with a target incentive bonus of
70% of his base salary. For 2008 only, the entire annual bonus
($280,000) of Mr. Feldman’s target incentive bonus will be
guaranteed. The compensation package includes a grant to Mr. Feldman
of 750,000 options with an exercise price equal to market price on the first day
of his employment to purchase common stock of the Company, vesting in three
annual installments. The option grant includes anti-dilution
provisions that under certain circumstances could increase the number of options
granted to Mr. Feldman.
Mr.
Feldman's compensation package will provide him with severance payments of
between 12 and 18 months of his base salary in effect on the date
of termination of his employment upon our termination without cause or his
termination for good reason, each as to be defined in an employment
agreement. The compensation package will also provide Mr. Feldman
with severance payments of 24 months of his base salary in effect on the date of
termination in the event of a change of control which results in Mr. Feldman’s
termination either at the time of the change of control or within 6 months after
the change of control. In addition, a change of control would
accelerate the vesting of Mr. Feldman's unvested options. The
employment terms will also include provisions prohibiting Mr. Feldman from
competing with the Company or soliciting its employees for a period of 18 months
following the termination of his employment. The Company expects to enter
into an employment agreement with Mr. Feldman containing these
terms.
Mr.
Feldman will not receive any additional compensation for serving as a
director. There are no related party transactions between the Company
and Mr. Feldman reportable under Item 404(a) of Regulation S-K.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press
Release issued by Katy Industries, Inc. on April 7, 2008.
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.
KATY
INDUSTRIES, INC.
(Registrant)
By: /s/ Amir
Rosenthal
Amir
Rosenthal
Vice
President, Chief Financial Officer,
General
Counsel and Secretary
Date: April
7, 2008
Exhibits
Exhibit
No. Description
99.1 Press
Release issued by Katy Industries, Inc. on April 7, 2008.