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): June 21, 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

None

 

N/A

 

N/A

 

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 5.02                    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Timothy M. Howsman

 

Williams Industrial Services Group Inc. (the “ Company ”) today announced that, effective June 21, 2019, its Board of Directors (the “ Board ”) accepted Timothy M. Howsman’s resignation as Chief Financial Officer and Principal Financial and Accounting Officer, and any and all other positions at the Company and its subsidiaries.

 

In connection with his resignation, Mr. Howsman entered into a Separation Agreement, dated as of June 24, 2019 (the “ Separation Agreement ”). Under the terms of the Separation Agreement, the Company agreed to pay Mr. Howsman 12 months of continued base salary of $300,000. Among other things, Mr. Howsman is also entitled to receive a pro-rated  short-term incentive for the 2019 fiscal year, based on actual results for the full fiscal year, to be paid at the same time that short-term incentives for the year are paid by the Company to other participants under the short-term incentive plan. All restricted share units held by Mr. Howsman vested, to the extent provided under the terms and conditions of the applicable award agreements, as if his employment was terminated without cause on the separation date. Mr. Howsman will also receive subsidized premiums for continued health insurance for one year, beginning on July 1, 2019, and reimbursement of certain relocation expenses. The Separation Agreement requires Mr. Howsman to reaffirm the non-compete and non-solicitation covenants in his employment agreement and includes a standard non-disparagement covenant, as well as a release of claims. He will continue to be covered by the Company’s officers’ and directors’ indemnification policy and related insurance with respect to his service with the Company. Mr. Howsman has agreed to provide consulting services to the Company for a period of up to 90 days after his resignation. He will not receive any additional consideration for such services.

 

Mr. Howsman’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, or its financial reporting or financial statements.

 

The Company expects to include the Separation Agreement as an exhibit to a future periodic report, to be filed with the U.S. Securities and Exchange Commission. The foregoing description does not constitute a complete summary of the terms of the Separation Agreement and is qualified in its entirety by reference to the full text of the Separation Agreement.

 

Appointment of Tracy D. Pagliara

 

In connection with Mr. Howsman’s departure, Tracy D. Pagliara was appointed Interim Chief Financial Officer and will serve as the Company’s Principal Financial and Accounting Officer.

 

Mr. Pagliara, 56, has served as a member of Board since July 2017 and as the Company’s President and Chief Executive Officer since April 2018, having previously served as Co-President and Co-CEO, along with Craig E. Holmes, since July 2017. Prior to that, he served as the Company’s Chief Administrative Officer, General Counsel and Secretary since January 2014, and also as Senior Vice President since November 2015. He previously served as the Company’s General Counsel, Corporate Secretary and Vice President of Business Development from April 2010 through December 2013. Prior to joining the Company in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps and other fluid transfer equipment, from August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Vice President of Administration, Chief Compliance Officer and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara currently serves on the board of directors and audit, compensation and nominating and corporate governance committees of Westwater Resources, Inc. (formerly Uranium Resources, Inc.) (Nasdaq: WWR), a diversified minerals exploration company, where he has served since July 2017. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant. In addition, in accordance with customary practice, Mr. Pagliara and other officers of the Company have served as officers of the Company’s various subsidiaries, although not acting in an executive role for the relevant subsidiary.

 

There is no arrangement or understanding between Mr. Pagliara and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Pagliara and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Pagliara has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

 

 

Item 9.01               Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated June 26, 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: June 26, 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
Announces Chief Financial Officer Retirement

 

ATLANTA, June 26, 2019 — Williams Industrial Services Group Inc. (OTCQX: WLMS) (“Williams” or the “Company”), a construction and maintenance services company, announced today that its chief financial officer, Tim Howsman, has retired, effective immediately, to spend more time with his family at home in Arkansas.  Mr. Howsman will provide transitional services over the next 90 days.  In the meantime, Tracy Pagliara, President and CEO, has been appointed interim Chief Financial Officer while the Company engages in a search process for a new chief financial officer.

 

Mr. Pagliara stated, “We thank Tim for his many contributions over the years to the Company.  He was instrumental throughout the restructuring of Williams into a single operating business as well as the intensive effort required for the restatement of 2014 and prior financials.  We appreciate his leadership and support, and wish him the best in his retirement.”

 

Mr. Pagliara holds a Juris Doctorate degree and Bachelor of Science in accounting degree from the University of Illinois.  A Certified Public Accountant, he began his career in public accounting.  During the last 20 years, he has been an officer for multiple public companies, including his service in various executive roles with the Company since April 2010.  He also currently serves as a director for the Company and Westwater Resources (NASDAQ: WWR), where he is a member of its Audit, Compensation and Nominating and Corporate Governance Committees.

 

Mr. Pagliara concluded, “Williams continues to work diligently to pursue its strategic initiatives and is making good progress to that end.  We have a solid backlog and are actively bidding on several projects and long-term maintenance agreements.  While we will miss Tim, the Company remains committed to building a finance and accounting department that will advance our future success.”

 

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 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 Company’s ability to retain a qualified Chief Financial Officer, execute upon key strategic initiatives, remediate material weaknesses in internal control over financial reporting and maintain effective controls over financial reporting in the future 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 secure adequate sources of financing on terms and within timing acceptable to the Company, ability to comply with the terms of the Company’s existing debt instruments and obtain waivers of certain terms in such agreements

 

 

if and as needed, 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. Additional risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, 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, 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 2018 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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