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): May 24, 2016

 

 

Dorman Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   000-18914   23-2078856

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania   18915
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 997-1800

Not Applicable

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

Appointment of New Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

On May 24, 2016, Dorman Products, Inc. (the “Company”) announced that Kevin M. Olsen has been appointed to serve as the Company’s Senior Vice President, Chief Financial Officer, effective as of June 13, 2016 (the “Effective Date”). Mr. Olsen will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer. Michael P. Ginnetti, who was appointed Interim Chief Financial Officer, Interim Principal Financial and Interim Principal Accounting Officer as of February 27, 2016, will continue to serve as Vice President and Corporate Controller.

Mr. Olsen, age 45, was Chief Financial Officer of Colfax Fluid Handling, a division of Colfax Corporation, a diversified global manufacturing and engineering company that provides gas and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world, from January 2013. Prior to joining Colfax, from 2012 to 2013, he served as Chief Financial Officer of the Forged Products Aero Turbine Division of Precision Castparts Corp, a world leader in structural investment castings, forged components, and airfoil castings for aircraft engines and industrial gas turbines. Previously, Mr. Olsen was Chief Operating Officer from 2010 to 2012 and Chief Financial Officer from 2009 to 2010 at Crane Energy Flow Solutions, a division of Crane Co., a diversified manufacturer of highly engineered industrial products. Mr. Olsen has also served in progressively responsible management roles at Netshape Technologies, Inc. and Danaher Corporation. Prior thereto, Mr. Olsen performed public accounting work at PriceWaterhouseCoopers, LLP. Mr. Olsen is a CPA and holds an Accounting Degree from Bryant University.

Compensation of the New Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

In connection with Mr. Olsen’s appointment as Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Olsen. The Offer Letter provides that Mr. Olsen’s employment will be on an at-will basis and provides Mr. Olsen an initial base salary of $395,000. In addition, the Offer Letter provides that Mr. Olsen will:

 

  •   receive a sign-on bonus of $50,000, which bonus would be subject to deductions and clawback should Mr. Olsen voluntarily terminate his employment on or before the first anniversary of the Effective Date;

 

  •   participate in the Company’s annual and long-term performance based incentive programs;

 

  •   receive the following initial equity grants under the Company’s 2008 Stock Option and Stock Incentive Plan on the Effective Date:

 

  •   14,400 stock options which will vest 25% per year beginning the first anniversary of the grant date; and expiring in 5 years after the first anniversary of the grant date;

  •   9,750 shares of restricted stock which will vest 1/3 per year over 3 years; and

 

  •   receive a lump sum amount of $125,000 to cover relocation and transition costs;

 

  •   participate in the Company’s employee benefit plans and be eligible for 10 days of paid vacation in 2016 and 20 days paid vacation each year thereafter.

In addition, Mr. Olsen will be subject to the restrictions in the Company’s standard non-competition and confidentiality agreement applicable to all of the Company’s contributors.

The above summary of Mr. Olsen’s Offer Letter is qualified in its entirety by reference to the complete text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 24, 2016, the Company issued a press release announcing the appointment of Mr. Kevin Olsen as Senior Vice President and Chief Financial Officer. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number 		   Description
10.1    Offer Letter, dated May 2, 2016, by and between the Company and Kevin Olsen
99.1    Press Release dated May 24, 2016

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.

 

    DORMAN PRODUCTS, INC.
Date: May 24, 2016     By:  

/s/ Michael P. Ginnetti

      Name: Michael P. Ginnetti
      Title: Interim Chief Financial Officer

Exhibit Index

 

Exhibit Number    Description
10.1    Offer Letter, dated May 2, 2016, by and between the Company and Kevin Olsen
99.1    Press release dated May 24, 2016.

Exhibit 10.1

 

LOGO

May 2, 2016

Mr. Kevin M. Olsen

2606 Catesby Drive

Waxhaw, NC 28173

~ Offer of Employment for Senior Vice President, CFO ~

Dear Kevin:

On behalf of Dorman Products, Inc., it is with great pleasure I extend this offer of employment to you with an official start date of Monday, June 13 , 2016. This offer supercedes all prior oral and written offers of employment wth Dorman. Please know that this offer is contingent upon the execution of our standard non-competition and confidentiality agreements, the submission of and our review of satisfactory references from your previous employers/business associates and the approval of our Board of Directors.

Below are the significant aspects of the offer:

Title and Reporting Relationship

Your title will be Senior Vice President, CFO. Your employment is “at will.” This is the same relationship that all employees have with the Company. You will report to Matt Barton, President & CEO of Dorman Products, Inc.

Compensation

Your salary will be $395,000.00 on an annual basis and paid bi-weekly. In consideration of this offer, you will be expected to complete a non-competition and confidentiality agreement. This form must be signed and notarized on or before your first day of employment.

Signing Bonus

You will be paid a signing bonus of $50,000.00. This will be paid in your first pay period. Your signing bonus will be subject to deductions and clawback if you voluntarily terminate your employment on or before the first anniversary date of your employment.

Incentive Participation

You will participate in our Short-term and Long-term Incentive programs as follows:

 

  •   ST Incentive @ Target – 55%. Bonus for 2016 will be pro rata from date of hire.

 

  •   LT Incentive @ Target – 55% eligible for 2017.

Kevin M. Olsen, Letter of Offer, May 2,2016, continued.

Initial Equity Grant

 

  •   We are pleased to provide you with 14,400 stock options granted at closing price on the last business day before your start date; vesting 25%/year beginning one year after grant; and expiring in 5 years.

 

  •   In addition, we are providing 9,750 time-based restricted shares vesting 1/3 per year over 3 years.

Relocation/Transition

Dorman will provide a lump sum amount of $125,000.00 to cover customary relocation and transition costs. This amount can be allocated in any way that you determine best supports the needs of you and your family. Typically, this would be to cover the transport of household goods, temporary living needs, costs related to the sale and purchase of a new home as well as all other miscellaneous needs related to the move from North Carolina to Pennsylvania.

Benefits

You may elect to participate in Dorman’s benefits program as enjoyed by all Contributors. In summary they include, but are not limited to:

 

  •   Medical, Dental, Vision

 

  •   401 (k) Plan

 

  •   Short and long term disability insurance

 

  •   Life Insurance

 

  •   Tuition Reimbursement

Dorman Products will provide a COBRA bridge payment to ensure continued coverage of you and your family until you are eligible to participate in Dorman Benefit plans. (Approximately 60 days after your start date.)

Vacation

You will receive 10 days of paid vacation in 2016 and 20 days paid vacation each year thereafter. Should you leave Dorman before earning this amount of time in a calendar year, you will only be paid for the amount of vacation time earned according to our normal vacation schedule minus any time taken.

Kevin, we are all very excited about having you as a member of the Dorman family of Contributors. l know through your talents and experience, you will make a substantial contribution to the Company, while also attaining your personal and professional goals.

Congratulations and Welcome!

Sincerely,

 

/s/ Matt Barton

    

Kevin M. Olsen

   Date: May 4, 2016
Matt Barton      Acknowledged and accepted by:
President & CEO     

/s/ Kevin M. Olsen

  

Exhibit 99.1

NEWS RELEASE

 

LOGO

Contact: Matt Barton, President and CEO, mbarton@dormanproducts.com , (215) 997-1800. Visit our website at www.dormanproducts.com

Dorman Products, Inc. Appoints Kevin M. Olsen as Chief Financial Officer

COLMAR, PENNSYLVANIA (May 24, 2016) – Dorman Products, Inc. (NASDAQ:DORM) today announced that Kevin M. Olsen will join its management team as Senior Vice President and Chief Financial Officer effective June 13, 2016.

“I’m excited to welcome Kevin to our Leadership Team. Kevin’s strong blend of financial and operational expertise will provide tremendous value as we continue to expand our leadership position in the light, medium and heavy duty markets that we serve. I’d like to thank Mike Ginnetti for his outstanding work as Interim Chief Financial Officer over the past few months. I am confident that Mike will continue to make many contributions to our future growth in his continuing role as Dorman’s Vice President – Corporate Controller,” said Matt Barton, President and Chief Executive Officer.

Mr. Olsen is a seasoned financial executive with more than 20 years’ experience and a track record of producing strong financial and operating results while acting as a true business partner throughout his career. He joins Dorman from his post as Chief Financial Officer of Colfax Fluid Handling, a division of Colfax Corporation. Prior to Colfax, he held a number of positions of increasing responsibility at Crane Co. and Danaher Corporation after beginning his career in public accounting. Mr. Olsen is a CPA and holds an Accounting Degree from Bryant University.

Dorman Products, Inc. is a leading supplier of Dealer “Exclusive” automotive replacement parts, automotive hardware, brake products, and household hardware to the Automotive Aftermarket and Mass Merchandise markets. Dorman products are marketed under the Dorman ® , OE Solutions ™ , HELP! ® , AutoGrade ™ , First Stop ™ , Conduct-Tite ® , TECHoice ™ , Dorman ® Hybrid Drive Batteries and Dorman HD Solutions ™ brand names.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the Company’s future growth rates. Words such as “believe,” “demonstrate,” “expect,” “estimate,” “forecast,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, competition in the automotive aftermarket industry, concentration of the Company’s sales and accounts receivable among a small number of customers, the impact of consolidation in the automotive aftermarket industry, foreign currency fluctuations, dependence on senior management and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 26, 2015. The Company is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.