Williams Industrial Services Group Inc. (Form: 8-K, Received: 09/30/2019 16:59:23)

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): September 30, 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.

On September 30, 2019, Williams Industrial Services Group Inc. (the “Company”) appointed Randall R. Lay to serve as Senior Vice President, Chief Financial Officer and principal financial and accounting officer.

Prior to joining the Company, Mr. Lay, 65, served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of GEO Specialty Chemicals, Inc., a supplier of specialty chemicals and materials to the coatings, adhesives, medical, water treatment and construction markets, from December 2017 to August 2019, when it was acquired by CPS Performance Materials. From 2007 to June 2017, Mr. Lay served as Vice President and Chief Financial Officer of Lazy Days’ R.V. Center, Inc. (now a subsidiary of Lazydays Holdings, Inc.), which operates RV dealerships. From 2006 through 2007, Mr. Lay served as Senior Vice President of Buccino & Associates, Inc., a financial advisory and turnaround firm. Prior to that, Mr. Lay served at Universal Access Global Holdings Inc., a communications network integrator, from 2002 to 2006, including as Chief Financial Officer from June 2002 to July 2003; director and Chief Executive Officer from July 2003; and additionally as President from November 2003 until June 2006. From October 2001 to April 2002, Mr. Lay served as Senior Vice President and Chief Financial Officer of Metromedia Fiber Networks, Inc., a telecommunications company. From September 1993 to September 2001, Mr. Lay was employed by International Specialty Products Inc., a global supplier of specialty chemicals, most recently as Executive Vice President and Chief Financial Officer.

In connection with Mr. Lay’s appointment, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Lay. The Employment Agreement provides for an initial term of one year with automatic one-year renewals unless earlier terminated pursuant to the provisions of the Employment Agreement or written notice of non-renewal is delivered by either party at least 90 days prior to the expiration of the then-current term. As of the Effective Date, Mr. Lay’s annual base salary is $325,000, which will be increased to $350,000, effective as of April 1, 2020 (subject to a satisfactory performance review by the Board of Directors of the Company). Mr. Lay’s short-term incentive (“STI”) bonus opportunity target is 65% of his annual base salary, which STI payment, if any, for the 2019 fiscal year will be pro-rated. Mr. Lay additionally received a long-term incentive award as an employment inducement award, granted outside of the Company’s 2015 Amended and Restated Equity Incentive Plan, comprised of restricted share units (“RSUs”) in respect of 150,000 shares. Of those, 100,000 RSUs are subject to time-based vesting conditions (with vesting in three equal annual installments on each of March 31, 2020, 2021 and 2022) and 50,000 of which are subject to performance-based vesting conditions (with vesting in two equal annual installments on each of March 31, 2021 and 2022, subject to achievement of the performance metrics to be established by the Board of Directors of the Company for the years ended December 31, 2020 and 2021). Such awards are subject to the terms and conditions of the respective award agreements.

The Employment Agreement entitles Mr. Lay to certain severance benefits if the Company terminates his employment other than for Disability or Cause (including by reason of not renewing the term), or if he terminates his employment for Good Reason (a “Qualified Termination”). In such event, subject to Mr. Lay signing and not revoking a release of claims in favor of the Company, the Company would pay him, among other things, continued annual base salary for a 12-month period, subsidized health insurance premiums for 12 months, STI earned for the prior year, if not paid, and, if terminated on or after April 1, a pro-rated STI based on actual results. If the Qualified Termination occurred within 90 days before or two years after a Change in Control of the Company, then the Company would pay or cause to be paid to Mr. Lay the following additional benefits: (i) his target STI for the fiscal year in which the termination occurs (without pro-ration), and (ii) his then-outstanding equity incentive awards would become vested in full (without pro-ration), with any specified performance objectives deemed to be satisfied at the “target” level. The Company would pay lower amounts of severance benefits if Mr. Lay’s employment is terminated due to death or Disability. The Company has also agreed to reimburse Mr. Lay for certain reasonable travel and other out-of-pocket expenses, including certain costs associated with his travel to the Company’s headquarters in Tucker, Georgia. The Employment Agreement additionally contains standard restrictive covenants.

All capitalized terms used but not defined herein have the meanings set forth in the Employment Agreement.

The Company expects to include copies of the Employment Agreement, the time-based RSU award agreement, and performance-based RSU award agreement as exhibits 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 Employment Agreement, the time-based RSU award agreement, and performance-based RSU award agreement, and is qualified in its entirety by reference to the full text of each agreement.

The Company had previously entered into a short-term consulting agreement with Mr. Lay on September 2, 2019, which terminated by its terms on September 30, 2019.

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

On September 30, 2019, the Company issued a press release announcing Mr. Lay’s appointment as Senior Vice President, Chief Financial Officer, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press release, dated September 30, 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: September 30, 2019

	Williams Industrial Services Group Inc.

	By:	/s/ Charles E. Wheelock
		Charles E. Wheelock
		Senior Vice President, Chief Administrative Officer, 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 Appoints
Randall R. Lay as Chief Financial Officer

ATLANTA, September 30, 2019 — Williams Industrial Services Group Inc. (“Williams” or “the Company”) (OTCQX: WLMS), a construction and maintenance services company, announced the appointment of Randall R. Lay as Senior Vice President and Chief Financial Officer effective today. Mr. Lay brings 40-years of leadership experience in finance and accounting, information technology, strategic planning, and mergers & acquisitions for private and public companies in the specialty chemicals, telecommunications, industrial manufacturing and automotive retail industries.

Tracy Pagliara, President and CEO of Williams, noted, “Randy’s proven leadership and strong professional skills will help us achieve our strategic plan financial targets and enhance our finance department, internal controls and investor outreach. His deep financial experience should also measurably advance our efforts to refinance our debt and improve our balance sheet before the end of 2019.”

He added, “We are making steady progress with our growth initiatives this year, following the restructuring process we completed in 2018. We are focused on leveraging our talent, skills and capabilities to serve the entire life cycle of nuclear facilities in the U.S. and Canada, while also further expanding into the water and mid-stream oil & gas markets.”

Mr. Lay most recently was Executive Vice President, Chief Financial Officer, Secretary and Treasurer of GEO Specialty Chemicals, Inc., a supplier of specialty chemicals and materials to the coatings, adhesives, medical, water treatment and construction markets, from December 2017 to August 2019, when GEO was acquired by CPS Performance Materials. During the previous ten years, Mr. Lay served as Vice President and Chief Financial Officer of Lazy Days’ R.V. Center, Inc. (which was acquired and restructured as Lazydays Holdings, Inc. (Nasdaq: LAZY)). Lazy Days operated the world’s largest RV dealership, which was founded in 1976 and grew to $615 million in vehicle, service, parts and e-commerce sales prior to being acquired.

Prior to Lazy Days, Mr. Lay held several leadership positions at various companies including Buccino & Associates, Inc., a financial advisory and turnaround firm, Universal Access Global Holdings Inc., a communications network integrator, Metromedia Fiber Networks, Inc., a telecommunications company, and International Specialty Products Inc., a global supplier of specialty chemicals. Early in his career, Mr. Lay was a regional controller for Otis and progressed to director of financial planning at United Technologies Corporation.

About Williams

Williams Industrial Services Group 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 modification, 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.

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Williams Industrial Services Group Appoints Randall R. Lay as Chief Financial Officer

September 30, 2019

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Additional information about Williams can be found on its website: 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 meet its strategic plan financial targets, enhance its finance department, internal controls and investor outreach, refinance its debt and improve its balance sheet in the expected timeframe, if at all, achieve its growth plan initiatives, including expanding into the water and mid-stream oil and gas markets, expectations relating to the Company’s performance, expected work in the energy and industrial markets, 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, ability to implement strategic initiatives, business plans, and liquidity plans, and ability to implement and 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 need for construction or maintenance services in the Company’s targeted markets, or increased regulation of such markets, 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, and changes in the economic, social and political conditions in the United States, including the banking environment or monetary policy.

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 U.S. Securities and Exchange Commission, 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 Relations Contact:

Deborah K. Pawlowski

Kei Advisors LLC

(716) 843-3908

dpawlowski@keiadvisors.com

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