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): March 19, 2019

 

 

Williams Industrial Services Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-16501

 

73-1541378

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

100 Crescent Centre Parkway, Suite 1240

Tucker, Georgia 30084

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: 770-879-4400

 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                               o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

Item 5.08               Shareholder Director Nominations.

 

Annual Meeting

 

On March 19, 2019, the Board of Directors (the “ Board ”) of Williams Industrial Services Group Inc., a Delaware corporation (the “ Company ”), determined that the Company’s next Annual Meeting of Stockholders (the “ Annual Meeting ”) will be held on Monday, June 10, 2019, at 9:00 a.m. at the Company’s offices located at 100 Crescent Centre Parkway, Suite 104, Tucker, Georgia 30084. The Board further determined that the record date for the determination of stockholders entitled to receive notice of, and vote at, the Annual Meeting shall be the close of business on Monday, April 22, 2019. Because the date of the Annual Meeting differs by more than thirty (30) days from the anniversary date of the 2018 Annual Meeting of Stockholders (the “ 2018 Annual Meeting ”), which was held on November 9, 2018, the Company is providing this information in accordance with Rule 14a-5(f) under the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”).

 

Deadline for Stockholder Proposals

 

As noted above, the Annual Meeting date represents a change of more than thirty (30) days from the anniversary of the 2018 Annual Meeting.  Accordingly, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in the Company’s proxy materials for the Annual Meeting.  Pursuant to Rule 14a-8(e)(2) under the Exchange Act, such proposals must be received by the Company’s Secretary at the Company’s headquarters, 100 Crescent Centre Parkway, Suite 1240, Tucker, Georgia 30084, on or before the close of business on Monday, April 1, 2019, which the Company has determined to be a reasonable period of time before it expects to begin to print and send its proxy materials.  Such proposals also need to comply with the rules of the U.S. Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

 

Pursuant to the Company’s Fourth Amended and Restated Bylaws (the “ Bylaws ”), the deadline for stockholder proposals submitted outside of Rule 14a-8 of the Exchange Act and director nominations is the later of the ninetieth (90th) day prior to the Annual Meeting and the tenth (10th) day following the date on which notice of the date of the Annual Meeting is given.  Accordingly, to be considered timely, advance notice of such stockholder proposals and nominations must be received by the Company’s Secretary no later than the close of business on Monday, April 1, 2019.  Such advance notice of stockholder proposals and nominations must also comply with the requirements set forth in the advance notice provisions contained in the Bylaws, and the stockholders are urged to read the complete text of such advance notice provisions.

 

Item 8.01               Other Events.

 

On March 19, 2019, the Company issued a press release announcing that, effective that day, its common stock began trading on the OTCQX® Best Market, upgrading from the Pink® market. The Company’s stock continues to trade under the symbol “WLMS.” Investors can find Real-Time Level 2 quotes and financial disclosures for the Company on www.otcmarkets.com. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01               Financial Statements and Exhibits.

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press Release, dated March 19, 2019.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 21, 2019

 

 

Williams Industrial Services Group Inc.

 

 

 

 

 

By:

/s/ Charles E. Wheelock

 

 

Charles E. Wheelock

 

 

Vice President, Administration, General Counsel & Secretary

 

Exhibit 99.1

 

 

 

NEWS

RELEASE

 

Williams Industrial Services Group Inc. · 100 Crescent Centre Parkway, Suite 1240 · Tucker, GA 30084

 

FOR IMMEDIATE RELEASE

 

Williams Industrial Services Group Inc.
Begins Trading on OTCQX

 

ATLANTA, GA, March 19, 2019 — Williams Industrial Services Group Inc. (OTCQX: WLMS) (“Williams” or the “Company”), a general and specialty construction and maintenance services company, will begin trading, effective today, on the OTCQX® Best Market (“OTCQX”) under the symbol “WLMS.”  Upgrading from the Pink® market represents the completion of another step in the Company’s transformation to a successful Williams only operating business.

 

“We are excited to have achieved this important milestone, as we continue to pursue our aggressive strategy to grow Williams into a stronger business,” Tracy Pagliara, President and CEO of Williams, commented.

 

Timothy Howsman, CFO of Williams, added, “We have made significant progress over the last year.  We believe that trading on the OTCQX Market will help us attract more institutional investors.  In turn, that should enhance the value of our Company and better position Williams to achieve its ambitious objectives.”

 

Investors can now find Real-Time Level 2 quotes and financial disclosures for the Company on www.otcmarkets.com.  In addition, the Company’s reports filed with the U.S. Securities and Exchange Commission and other information it regularly posts can be found on its website at www.wisgrp.com.

 

About Williams

 

Williams Industrial Services Group Inc. has been safely helping plant owners and operators enhance asset value for more than 50 years. The Company provides a broad range of construction, maintenance and support services to customers in energy, power generation and industrial end markets. Williams’ mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers.

 

Additional information can be found at www.wisgrp.com.

 

Forward-looking Statement Disclaimer

 

This press release contains “forward-looking statements” within the meaning of the term set forth in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements or expectations regarding the impact of the Company’s quotation on the OTCQX, ability to raise capital and fund growth initiatives, statements relating to the expected value of our Company, and other related matters. These statements reflect the Company’s current views of future events and financial performance and are subject to a number of risks and uncertainties, including its ability to comply with the terms of its debt instruments and access letters of credit and surety bonds, ability to timely file its periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), ability to implement strategic initiatives, business plans, and liquidity plans, and ability to maintain effective internal control over financial reporting and disclosure controls and procedures. Actual results, performance or achievements may differ materially from those expressed or implied in the forward-looking statements.

 

 

Williams Industrial Services Group Inc. Begins Trading on OTCQX

March 19, 2019

Page 2 of 2

 

Additional risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, decreased demand for new gas turbine power plants, reduced demand for, or increased regulation of, nuclear power, loss of any of the Company’s major customers, whether pursuant to the loss of pending or future bids for either new business or an extension of existing business, termination of customer or vendor relationships, cost increases and project cost overruns, unforeseen schedule delays, poor performance by its subcontractors, cancellation of projects, competition, including competitors being awarded business by current customers, damage to the Company’s reputation, warranty or product liability claims, increased exposure to environmental or other liabilities, failure to comply with various laws and regulations, failure to attract and retain highly-qualified personnel, loss of customer relationships with critical personnel, volatility of the Company’s stock price, deterioration or uncertainty of credit markets, changes in the economic and social and political conditions in the United States, including the banking environment or monetary policy, and any suspension of the Company’s continued reporting obligations under the Securities Exchange Act of 1934, as amended.

 

Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the SEC, including the section of the Annual Report on Form 10-K for its 2017 fiscal year titled “Risk Factors.” Any forward-looking statement speaks only as of the date of this press release. Except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and you are cautioned not to rely upon them unduly.

 

Investor Contact:

 

Deborah K. Pawlowski
Kei Advisors LLC
(716) 843-3908

dpawlowski@keiadvisors.com

 

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