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) August 12, 2009
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
         
Ohio   1-5978   34-0553950
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
970 East 64th Street, Cleveland Ohio   44103
 
(Address of principal executive offices)   (ZIP Code)
Registrant’s telephone number, including area code: (216) 881-8600
N.A.
 
(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 ( see General Instruction A.2. below):
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))
 
 

 

 

Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jeffrey P. Gotschall will retire as President and Chief Executive Officer of SIFCO Industries, Inc. (the “Company”), effective August 31, 2009. Mr. Gotschall will continue to serve as Chairman of the Board of Directors of the Company and will provide advisory support services to the Company pursuant to a letter agreement dated August 12, 2009. In connection with Mr. Gotschall’s retirement, on August 12, 2009, the Board of Directors of the Company appointed Michael Lipscomb as the Company’s Interim President and Chief Executive Officer, effective August 31, 2009. The Company issued a press release announcing such retirement and appointment, which press release is attached as an exhibit to this Report.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit 10.1. Letter Agreement with Jeffrey P. Gotschall, dated August 12, 2009.
Exhibit 99. Press release of SIFCO Industries, Inc., dated August 13, 2009.

 

 

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.
         
  SIFCO Industries, Inc.
(Registrant)
  		 
Date: August 13, 2009  /s/ Frank A. Cappello    
  Frank A. Cappello   
  Vice President — Finance and
Chief Financial Officer
(Principal Financial Officer)  		 

 

         
Exhibit 10.1
August 12, 2009
Jeffrey P. Gotschall
Chairman of the Board and
Chief Executive Officer
SIFCO Industries, Inc.
970 East 64th Street
Cleveland, Ohio 44103
          Re: Terms of Employment
Dear Jeff:
This letter memorializes the terms of your continued employment with SIFCO Industries, Inc. (the “Company”) following your retirement as Chief Executive Officer effective August 31, 2009. We are entering into this letter based on your request for retirement and our common recognition that the Company will require your assistance in its executive succession to a new management team.
  1.   Employment Status and Term . Following your resignation as Chief Executive Officer, you will continue as an employee of the Company. You will also continue your service as the non-executive Chairman of the Board of the Company, having such responsibility and authority as normally accompanies such office, subject to the Company’s Regulations as currently constituted and to your election as a director by the Company’s shareholders. So long as you continue to satisfy any published director qualifications or requirements, the Nominating Committee will consider your nomination to the Board for every election until your 65th birthday. You shall be employed by the Company until your 65 th birthday, unless earlier terminated for “Cause” (as defined below) in the good faith determination by the Board (the “Term”). “Cause” shall mean an act or acts of fraud or dishonesty by you intended to result in gain or personal enrichment to you at the expense of the Company; unlawful conduct or gross misconduct that is materially injurious to the Company or your conviction of, or plea of nolo contendere to, a felony or to a misdemeanor involving fraud, dishonesty, or moral turpitude; or your engagement in a material breach of your responsibilities to the Company that results in a material injury to the Company.
 
  2.   Responsibilities . Your responsibilities will include advising the Board regarding strategic and operational issues relating to the Company’s business and performing such other duties that the Board or the Interim CEO may request. Your responsibilities also will include continued oversight of The SIFCO Foundation. We have agreed that you will maintain your office at your home, but you shall be available to the Board and the Interim CEO as needed by the Company. You will be reimbursed for reasonable expenses necessary to maintain a home office, including but not limited to your cell phone, office supplies and computer expenses.
 
  3.   Compensation . You shall be entitled, in consideration of your services as an employee of the Company, to an annual salary during the Term of $220,000, which shall be payable in

 

 

      accordance with the Company’s normal payroll policies. You shall also be entitled to participate in any health and welfare benefits (including, without limitation, life insurance, medical insurance (including medical benefits reimbursement account), long term disability and other benefits), as well as retirement benefits (such as 401(k) Plan, including any company contributions) maintained, from time to time, by the Company on such terms as are generally available to salaried employees of the Company. You shall not be eligible to participate in any future incentive or bonus compensation plan maintained by the Company; however, you will be eligible for your fiscal year 2009 bonus on the terms already established, and your existing equity incentive awards will continue to vest in accordance with their terms.
  4.   Confidentiality and Noncompetition . During the Term and for a period of two years following the term, you shall not directly or indirectly compete with the Company as an owner, director, employee or consultant of any business that provides competitive or similar products or services as the Company; provided that nothing herein shall preclude you from owning the securities, representing less than 2% of the voting power, of any publicly-traded company that may be competitive. You shall keep all nonpublic information regarding the Company, its business and its customers confidential and you shall not use or disclose such information, except in connection with your employment with the Company or your service as a director; provided that the foregoing shall not apply to any information that is (i) generally available to the public other than as a result of a disclosure by you, or (ii) was or becomes available to you on a non-confidential basis from a source other than the Company that is not bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation.
 
  5.   Other Agreements and Arrangements . This letter supersedes all other employment, severance and change in control agreements between you and the Company. Without limiting the generality of the foregoing, this agreement will terminate the Change in Control Severance Agreement between you and the Company dated as of July 30, 2002.
I am pleased that you have agreed to continue your employment with the Company during this period of transition. As a duly authorized representative of the Company, the Company is pleased to confirm our mutual agreement as set forth herein. Your continued service is vital to a successful management transition and the continued success of the Company.
     
Sincerely,
   
 
   
/s/ J. Douglas Whelan
 
J. Douglas Whelan
    
Chair of Compensation Committee
   
 
   
ACCEPTED AND AGREED TO
as of the date first above written:
   
 
   
/s/ Jeffrey P. Gotschall
 
Jeffrey P. Gotschall
    

 

Exhibit 99
FOR IMMEDIATE RELEASE
     
CONTACT:
  Frank A, Cappello
Vice President — Finance
and Chief Financial Officer
216-881-8600
SIFCO INDUSTRIES ANNOUNCES LEADERSHIP TRANSITION
  •   Jeffrey Gotschall to retire as CEO, continue as non-executive chairman
 
  •   Michael Lipscomb, former Argo-Tech Corporation CEO and SIFCO director, to become interim CEO
 
  •   Company to shape strategy for ‘very strong future’
CLEVELAND — August 13, 2009 — SIFCO Industries, Inc. (NYSE Amex: SIF) (“SIFCO or Company”) announced today the retirement of Jeffrey P. Gotschall as Chief Executive Officer (“CEO”) and the appointment of Michael S. Lipscomb as interim CEO to assist the Company in shaping its future. The leadership transition is effective August 31, 2009.
“We plan to develop a strategy for SIFCO as strong and enduring as its past,” said Lipscomb.
(In a separate release, on August 12, 2009, the Company issued financial results for its fiscal 2009 third quarter, which ended June 30, 2009.)
Lipscomb is a former SIFCO director and previously served as Chairman and CEO of Argo-Tech Corporation, a leading supplier to the aerospace industry. Gotschall will remain employed by SIFCO and will serve as non-executive Chairman of the Board of Directors, where he will be available to support the management team and head the SIFCO Foundation.
Lipscomb said he anticipates serving in the interim position for approximately 12 to 24 months.
“My top priority in the coming months will be to work with the Board and SIFCO’s talented management team to determine the best long-term strategy for its three businesses,” he said. “As we crystallize the strategy for a very strong future, we will also identify the leadership qualities that will be requisite in the next CEO who will drive that strategy forward.” Reporting to Lipscomb will be:
  •   Frank Cappello, Vice President — Finance and Chief Financial Officer
 
  •   George Satava, General Manager of the SIFCO Applied Surface Concepts (ASC Group), its surface enhancement business, as well as the SIFCO Turbine Component

 

 

      Services and Repair Group, its small aerospace turbine engine component repair business
  •   James P. Woidke, General Manager of the Aerospace Component Manufacturing Group (ACM Group), SIFCO’s aerospace component forging business
 
  •   Wendy Worthington, Director of Human Resources
Lipscomb, 63, currently owns a small aerospace business in Cleveland and a liquid natural gas pump manufacturing company in California. Previously, he led Argo-Tech Corporation through five bank refinancing transactions and four high-yield bond offerings, and successfully managed the sale of the company to Eaton Corporation in 2007. During his career, he has gained global industrial operating experience as a co-founder of Argo-Tech Corporation and a managing director at TRW, as well as in plant and engineering management roles at the Utica Tool Company. Lipscomb, who received his MBA from Furman University and his B.S. from Clemson University, has served on the boards of Altra Holdings, Argo-Tech Corporation, MAMCO Enterprises, Ruhlin Construction Company and Duradyne, as well as SIFCO, where he was Audit Committee Chair.
Gotschall, 61, has been Chairman of the Board of SIFCO since 2001 and CEO since 1990. He previously served as SIFCO’s CEO from 1986 to 1990, and from 1986 through 1989 as its Executive Vice President. From 1985 through 1989, he served as President of SIFCO Turbine Component Services.
“I have chosen to retire as CEO at a time when SIFCO’s future can be determined from a position of strength,” said Gotschall. “Further, the timing of my decision allowed the unique opportunity to bring the special expertise of Mike Lipscomb to our organization in order to help with my long-planned transition. I am extremely proud of what SIFCO has accomplished, including our ability to respond positively to the many challenges and opportunities this decade has presented to us. I look forward to supporting Mike and the SIFCO management team to chart a course for continued success.”
Alayne L. Reitman, lead outside director, said, “We thank Jeff for his many contributions to SIFCO. Over the past two decades, he has helped guide the Company’s growth and position it for continued success. At the same time, the Board has tremendous confidence in Mike Lipscomb’s ability to develop and begin to implement a growth strategy that takes full advantage of our strong financial condition and flexibility, as well as the strength of our core businesses and related competencies, even during a difficult economic period for the markets we serve. He has repeatedly demonstrated success in leading businesses through strategic transitions.”

 

 

On January 20, 2009, the Company announced its plan to explore strategic alternatives, including a divestiture, for SIFCO Turbine Component Services and Repair Group, located in Minneapolis, Minn., for the purpose of enhancing shareholder value; that process has not yet concluded.
SIFCO’s ACM Group, which represented $72.0 million of the Company’s $101.4 million in net sales in the fiscal year ended September 30, 2008, manufactures forged components, primarily in various steel and titanium alloys.
The ASC Group provides surface enhancement technologies principally related to selective electrochemical finishing and anodizing, and had $15.1 million in sales in fiscal 2008.
The Company previously divested its large aerospace and industrial turbine engine component repair businesses in fiscal 2006 and 2007, respectively.
Forward-Looking Language
Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, challenges associated with any management transition, competition and other uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings.