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): February 19, 2019

 

 

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))

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 l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

 

 

 

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 February 19, 2019, Dorman Products, Inc. (the “Company”) announced that David M. Hession has been appointed to serve as the Company’s Senior Vice President and Chief Financial Officer, effective as of March 1, 2019 (the “Effective Date”). Mr. Hession 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 on August 6, 2018, will continue to serve as Vice President and Corporate Controller.

Mr. Hession, age 50, was Vice President, Chief Financial Officer of Johnsonville, LLC, a privately held manufacturer of sausage and other protein products, from May 2013. Prior to joining Johnsonville, from 2001 to 2013, Mr. Hession worked at McCormick & Company, Inc., a global leader in the manufacture, marketing and distribution of spices, seasonings and flavors to the entire food industry, and served in various positions of increasing responsibility including Vice President Finance & Administration (2011-2013), Assistant Corporate Controller, Financial Planning & Analysis (2008-2011), Financial Controller (2005-2008), Director of Finance, Supply Chain and Shared Services (2003-2005) and Financial Planning & Analysis Manger (2001-2003). In addition, Mr. Hession previously served as Director of Finance, Treasurer from 1999 to 2001 at Tradeout, Inc., a business-to-business Internet exchange for surplus inventory and fixed assets and as Controller from 1996-1999 at Xylum Corporation, a development stage medical device manufacturer. Prior thereto, Mr. Hession performed management consulting work at Ernst & Young, LLP and Peterson Consulting LP.

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

In connection with Mr. Hession’s appointment as Senior Vice President and Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Hession. The Offer Letter provides that Mr. Hession’s employment will be on an at-will basis and provides Mr. Hession an initial base salary of $425,000. In addition, the Offer Letter provides that Mr. Hession will:

 

  •  

participate in the Company’s annual (cash) and long-term (equity) incentive programs, with a target annual award equal to 50% of his base salary under each program;

 

  •  

receive a one-time equity grant valued at $425,000 under the Company’s 2018 Stock Option and Stock Incentive Plan on the Effective Date comprised of:

 

  ○    

50% restricted stock which will vest 33% per year beginning the first anniversary of the grant date; and

 

  ○    

50% incentive stock options which will vest 25% per year beginning the first anniversary of the grant date and expiring in 8 years after the first anniversary of the grant date ;

  •  

receive a lump sum amount of $115,000, net of federal, state and local payroll withholding taxes, to assist Mr. Hession with relocation costs, subject to clawback should Mr. Hession voluntarily terminate his employment with the Company or be terminated for cause within 24 months of the receipt of the one-time lump sum payment;

 

  •  

until such time as Mr. Hession is eligible to receive healthcare benefits from the Company, the Company will reimburse Mr. Hession for the cost of his COBRA coverage in an amount not to exceed the amount that a full-time Dorman contributor would pay for similar healthcare coverage; and

 

  •  

participate in the Company’s employee benefit plans and be eligible for 20 days paid vacation per year.

In addition, Mr. Hession 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. Hession’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 February 19, 2019, the Company issued a press release announcing the appointment of Mr. David M. Hession 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 January 24, 2019, by and between the Company and David M. Hession
99.1    Press Release dated February 19, 2019

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: February 19, 2019     By:   /s/ Michael P. Ginnetti
      Name: Michael P. Ginnetti
      Title: Interim Chief Financial Officer

Exhibit 10.1

 

LOGO

January 24, 2019

Mr. David Hession

(delivered electronically )

Re: Offer of Employment

Dear David:

On behalf of Dorman Products, Inc., it is with great pleasure that I extend this offer of employment to you. Please know that this offer is contingent upon execution of the enclosed non-competition and confidentiality agreement. As previously discussed, below are the significant aspects of the offer.

 

1.

Title

Your official title will be Senior Vice President and, effective March 1, 2019, Chief Financial Officer. Your employment is “at will”, the same relationship that all employees have with the Company.

 

2.

Reporting Relationship

You will report directly to Kevin Olsen, President & Chief Executive Officer.

 

3.

Compensation

Your salary will be $425,000 on an annual basis and paid bi-weekly.

 

4.

Annual Incentive Bonus and Long Term Incentive Program

You will participate in both our Annual (cash) and Long Term (equity) Incentive Programs both targeted at 50% of your base salary. You will be eligible to fully particiapate annual incentive bonus for 2019. Your bonus will be paid during the course of your employment in accordance with and subject to Company policy. You will be eligible to participate in the Long Term Incentive Program starting in 2019.

 

5.

Benefits

You will participate in Dorman’s benefits program beginning on the first day of the month after 60 days of employment. Dorman will reimburse you for the cost of your COBRA coverage in an amount not to exceed the amount that a full-time Dorman contributor would pay for similar healthcare coverage until such time as you are eligible to receive healthcare benefits from Dorman.

A separate attachment details these benefits, but in summary they include:

 

  •  

Medical, Dental, & Vision Insurance

 

  •  

401 (k) Plan with Profit Sharing and Match

 

  •  

Short and long term disability insurance

 

  •  

Life Insurance

 

  •  

Tuition Reimbursement

 

6.

Grant of Equity

You will receive a one-time equity grant valued at $425,000 comprised of 50% restricted stock and 50% incentive stock options based on the closing price of the Company’s common stock on March 1, 2019 (the “Date of Grant”). The restricted stock will vest 33% per year beginning on the first anniversary of the Date of Grant; the incentive stock options will vest 25% per year beginning on the first anniversary of the Date of Grant. All equity granted will be in accordance with, and subject to the terms of the Company’s 2018 Stock Option and Stock Incentive Plan and other applicable Company policies.

7.

Relocation

To assist you in your relocation to the Philadelphia area, you will receive a one-time lump sum payment in the amount of $115,000.00 net of federal, state, and local payroll withholding taxes. Should you terminate for cause or voluntarily resign within 24 months of the receipt of the one-time lump-sum payment, you will be required to reimburse the Company on a pro-rata basis.

 

8.

Vacation

You will be eligible to receive 20 days of vacation each year

 

9.

Start Date

Your start date will be February 21, 2019.

David, we are all very excited about having you as a member of the Dorman Team. If you accept our offer, please sign and accept below. We look forward to the contributions your talent and experience will bring to Dorman. Congratulations!

Sincerely,

/s/ Kevin Olsen

Kevin Olsen

President and CEO

 

Accepted by:   /s/ David Hession     Date:   January 24, 2019
  David Hession      

Enclosures

Exhibit 99.1

 

LOGO

For Immediate Release

Dorman Products, Inc. Appoints David M. Hession as Chief Financial Officer

COLMAR, PENNSYLVANIA (February 19, 2019) – Dorman Products, Inc. (NASDAQ:DORM) today announced that David M. Hession will join its management team as Senior Vice President and Chief Financial Officer effective March 1, 2019.

“I’m excited to welcome David to our Leadership Team. David’s strong financial and management expertise will provide tremendous value as we continue to expand our leadership position in the passenger car and light, medium and heavy duty truck aftermarkets 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 Kevin Olsen, President and Chief Executive Officer.

Mr. Hession is a seasoned financial executive with nearly 30 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 Vice President and Chief Financial Officer at Johnsonville, LLC. David has held a number of positions of increasing responsibility in his career including Vice President Finance & Administration at McCormick & Company, Inc. after beginning his career in management consulting. Mr. Hession holds an Accounting Degree from Boston College and an MBA from Loyola University Maryland.

About Dorman Products

Dorman Products, Inc. is a leading supplier of Dealer “Exclusive” replacement parts to the Automotive, Medium and Heavy Duty Aftermarkets. 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.

Investor Relations Contact

Kevin Olsen, President and CEO

kolsen@dormanproducts.com

(215) 997-1800

Visit our website at www.dormanproducts.com