Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 16, 2017



( Exact name of Registrant as Specified in its Charter )




(State or other jurisdiction of

incorporation or organization)


00 1 -31332

(Commission File Number)



(I.R.S. Employer

Identification No.)



20321 Valencia Circle

Lake Forest, California 92630

(Address of Principal Executive Offices; Zip Code)


Registrant ’s telephone number, including area code: (949) 635-2100


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 :


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 12b-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 Executive Officer


On August 16, 2017 , the Board of Directors (the “Board”) of Liquidmetal Technologies, Inc. (the “Company”) appointed Bryce Van as the Company’s Vice President of Finance and Secretary, and in that capacity, he will serve as the Company’s principal financial and accounting officer.


Mr. Van, age 34, has served as the Company’s Corporate Controller since August 2013. Mr. Van served as an audit manager for both large and small-cap public companies at PricewaterhouseCoopers LLP from 2006 until joining the Company in 2013. Mr. Van received a bachelor of arts degree in business economics from University of California Santa Barbara in 2006 and is a Certified Public Accountant.


Mr. Van receives a base annual salary of $210,000 and is eligible for future discretionary bonuses and equity grants under the Company’s equity incentive plan. Mr. Van does not have a written employment agreement with the Company.


There was no arrangement or understanding pursuant to which Mr. Van was selected as an officer of the Company. There are no family relationships between Mr. Van and any director or executive officer of the Company, or any person chosen by the Company to become a director or executive officer. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. Van was or is a participant.


Resignation of Chief Financial Officer


On August 16, 2017 , the Company and Tony Chung, the Company’s Chief Financial Officer, entered into a Separation Agreement and General Release pursuant to which Mr. Chung resigned as an officer and employee of the Company (the “Separation Agreement”). The Separation Agreement provides for the payment of severance compensation to Mr. Chung in the form of a continuation of his base annual salary of $240,000 (subject to tax withholdings) for a period of 12 months and reimbursement for COBRA healthcare coverage for a period of 12 months. In addition, it provides for the accelerated vesting of 247,650 of the 2,455,601 unvested stock options held by Mr. Chung as of the separation date and the extension of the exercise period of his options until the earlier of the first anniversary of the date of the Separation Agreement or the date on which such options would otherwise expire and terminate in accordance with their terms if Mr. Chung had not resigned. This results in a total of 2,889,749 stock options being exercisable by Mr. Chung as of the separation date. Under the Separation Agreement, Mr. Chung agreed to be available to provide assistance to the Company by telephone with no additional consideration for ninety days following the separation date. In connection with the Separation Agreement, Mr. Chung granted the Company general releases subject to customary exceptions.





The foregoing does not purport to be a complete description of the Separation Agreement and is qualified by reference to the full text of such agreement attached as an exhibit to this Current Report on Form 8-K.


Appointment of New Director


Effective as of August 16, 2017, the Board expanded the size of the Board from five (5) members to six (6) members and elected Mr. Chung as a director of the Company, with Mr. Chung to serve until the Company’s next annual stockholder meeting or until his successor is elected and qualified.


Mr. Chung has not been named to any committee of the Board. As a non-employee director, Mr. Chung will be compensated in accordance with the Company’s compensation policies for non-employee directors. In addition, Mr. Chung will be eligible to receive stock options and other equity-based awards under the Company’s equity incentive plan, although no such grant is currently contemplated.


There is no arrangement or understanding between Mr. Chung and any other person pursuant to which Mr. Chung was selected as a director of the Company, and there are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. Chung was or is a participant.



Item 7.01. Regulation FD Disclosure.


The Company has issued a press release, dated August 22, 2017, relating to the appointment of Tony Chung as a director, his separation from the Company as an employee and officer, and the appointment of Bryce Van as Vice President of Finance. The press release is attached to this Form 8-K as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.


(d)   Exhibits .


  Exhibit Number   Description


Separation Agreement and General Release, dated August 16, 2017, between Liquidmetal Technologies, Inc., and Tony Chung.




Press release dated August 22, 2017.







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.
















/s/  Lugee Li 




Lugee Li ,




President and Chief Executive Officer



Date : August 22, 2017

Exhibit 10.1




THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is dated as of August 16, 2017, by and between TONY CHUNG ("Executive"), and LIQUIDMETAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"). The Company and Executive are hereinafter collectively referred to as the “parties.” Provided the Executive has not revoked this Agreement, it is effective the eighth day after Executive signs it (the “Effective Date”).




A.           Executive is employed by the Company as the Company’s Chief Financial Officer.


B.           Executive and the Company desire to hereby provide for the mutual separation of Executive from the Company and the terms and conditions relating thereto.


NOW THEREFORE , in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:





1.           Recitals ; Certain Definitions . The Recitals are true and correct and are incorporated into this Agreement.


2.         Termination of Employment . Company hereby accepts Executive’s resignation from employment with the Company as of, and the Company and Executive hereby agree that Executive’s employment with the Company will terminate as of, the close of business on August 16, 2017 (the “Termination Date”). The Company and Executive hereby agree that Executive’s employment is terminated effective as of the Termination Date, and Executive hereby resigns, effective as of the date hereof from all corporate offices, directorships, and other positions Executive holds with Company and any subsidiary or affiliate of the Company, including without limitation Executive’s position as Chief Financial Officer and Secretary of Company.


3.         Purpose of this Agreement. This Agreement sets forth the terms and conditions regarding the termination of Executive’s employment with the Company. Furthermore, Executive recognizes and agrees that this Agreement sets forth all consideration and/or compensation to which Executive is entitled in connection with Executive’s employment with the Company and the termination thereof, and that, except as specifically set forth herein, Executive has no right to any further compensation and/or consideration from the Company. Executive acknowledges that some or all of the consideration paid pursuant to this Agreement is more than Executive would otherwise be legally entitled to receive and that such consideration is adequate consideration for the agreements and covenants contained herein.


4.          Consideration. Provided that Executive signs this Agreement and does not revoke it, the Company agrees to make the following payments to Executive pursuant to the terms and conditions set forth below, and Executive will be entitled to no other payments or benefits:





a.     Executive shall receive any accrued but unpaid salary on the next regular payroll date during which the accrued salary would otherwise be payable, net of required tax and other withholdings. Executive shall be entitled to the amount set forth in the preceding sentence whether or not he revokes this Agreement.


b.     Executive shall continue to receive his base salary, as in effect immediately prior to the Termination Date, for a period of twelve (12) months following the Termination Date (the “Severance Period”), payable in accordance with the Company’s regular payroll schedule and subject to normal tax and other withholdings; provided , however , that the Company will have the right to terminate such payments in the event that Executive materially breaches this Agreement or the Executive Obligation Agreement (as defined below).


c.     If Executive timely elects continuation coverage under COBRA, the Compa ny will reimburse him (subject to applicable tax withholdings) on a monthly basis for premium costs for such continued coverage over the Severance Period, provided that the aggregate amount of such reimbursement shall not exceed $13,478.04; provided , however , that the Company will have the right to terminate such reimbursement payment in the event that Executive materially breaches this Agreement or the Executive Obligation Agreement. Executive understands that the reimbursement provided pursuant to this paragraph will be subject to applicable tax withholdings and will be provided only upon proof of coverage under COBRA.


5.         Outstanding Equity Awards ; Change of Control Agreement . Executive currently holds stock option awards issued to Executive under the 2012 Equity Incentive Plan and 2015 Equity Incentive Plan of the Company (the “Equity Plans”). The Executive acknowledges that, as a result of the termination of Executive’s employment, Executive’s outstanding stock options will terminate in accordance with the termination provisions of the applicable option award agreements and the Plans; provided, however, that (A) the vesting of any stock option award held by Executive on the Termination Date that is not completely vested as of the Termination Date shall immediately be accelerated as of the Termination Date so that such award becomes vested for that number of shares as to which it would be vested in the ordinary course if Executive’s employment were to continue for ninety (90) days following the Termination Date, and (B) the period of time during which Executive shall be entitled to exercise any stock option that has vested on or before the Termination Date shall continue through the earliest to occur of (i) the first anniversary of the Termination Date and (ii) the date on which the stock option would otherwise expire and terminate in accordance with its terms if Executive’s employment would have continued through such date (such earlier date, the “Option Termination Date”). For purposes of clarification, in the event that Executive is elected or engaged as a director or non-employee consultant of the Company on or after the Termination Date, Section 18(a)(iii) of the Plans shall be disregarded in determining the Option Termination Date, and accordingly such election or engagement as a director or non-employee consultant shall not operate to extend the Option Termination Date. In addition to the foregoing, the Executive and Company agree that the Change of Control Agreement, dated September 13, 2013 and as amended on February 4, 2016 and March 10, 2016, between the Company and Executive is terminated immediately prior to the Termination Date, and neither the Company nor Executive have any further obligations or rights thereunder, and no payments or other consideration will become due thereunder to Executive thereunder, and the termination of Executive’s employment will not constitute a “Qualified Termination” thereunder.





6.          Survival of Certain Obligations . Notwithstanding the termination of Executive’s employment, Executive agrees and acknowledges that Confidentiality, Non-Solicitation, and Invention Assignment Agreement, dated January 2, 2017, signed by Executive in favor of the Company (the “Executive Obligation Agreement”) shall continue to remain in full force in effect at all times hereafter and after the Termination Date in accordance with and subject to the terms and provisions of such agreement. Executive’s obligations and Company’s rights under the Executive Obligation Agreement will be unaffected by the provisions of this Agreement.


7.            Other Obligations .


a.     Executive agree s that Executive will not make any oral or written statements or communications that disparage the Company or its subsidiaries or their respective officers, directors, employees, attorneys and agents, or that otherwise impugn or are reasonably likely to impugn the reputation of the Company or its subsidiaries or their respective officers, directors, employees, attorneys and agents and which statement(s) has a tendency to harm any of their reputations by lowering such reputations in the estimation of the community or deterring others from associating or dealing with them, unless required by law. This includes but is not limited to statements in print, broadcast, electronic or social media of any kind.


b.     In exchange for the Company ’s obligations hereunder (including the payments in Section 4 hereof) and for no additional consideration, during the ninety (90) days following the Termination Date, Executive will, upon request by the Company, be available by telephone or email during normal business hours upon reasonable advance notice to answer questions and provide information about matters that relate to matters that were within the purview of Executive’s duties and employment with the Company. Executive will not be required to expend more than ten (10) hours per calendar week on such phone calls.


8.          No Claim for Additional Compensation or Injury. Executive agrees that Executive has been paid all amounts owed to Executive under the Fair Labor Standards Act (“FLSA”), that Executive has received all FMLA leave to which Executive is entitled and that none of Executive’s rights under the FLSA and FMLA have been violated. Executive also represents that Executive is not aware of any conduct that Executive believes would constitute fraud, any accounting or financial improprieties, or any conduct that would be unlawful under Sarbanes-Oxley, Dodd-Frank, or any other similar statute or Company policy. Executive agrees that Executive has not suffered any on the job injury for which Executive has not already filed a claim.





9.           Release and Waiver of Claims. In exchange for the Company’s execution of this Agreement and Executive’s receipt of the consideration set forth in Section 4(b) and 4(c) hereof, Executive agrees to and hereby does release and discharge the Company and its subsidiaries and affiliated companies, and their respective owners, agents, employees, directors, officers and all their predecessors, successors and assigns (the “Released Parties”), from any and all claims, causes of action, damages, demands and recoveries of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date on which Executive executes this Agreement, including, without limitation, any and all claims, causes of action, damages, demands and recoveries arising out of or relating to Executive’s employment with the Company and the termination thereof; provided that Executive does not waive any nonwaivable claims for whistleblowing, unemployment compensation or workers’ compensation benefits, if applicable. Included within the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Family Medical Leave Act of 1993, as amended (“FMLA”), or the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or the Worker Adjustment and Retraining Notification Act of 1989, as amended, or the Executive Retirement Income Security Act, or the Americans with Disabilities Act, as amended, Sarbanes-Oxley, Dodd-Frank and any waivable laws governing whistle-blowing or retaliation, or any other federal, state or local civil rights or employment law and/or contract or tort law. This release also covers and includes claims for breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages, and any claim for attorney’s fees, costs, disbursements and/or the like. Executive understands that this Agreement releases all claims based on facts or omissions occurring on or before the date of this Agreement, even if Executive does not, at the time Executive signs this Agreement, have knowledge of those facts or omissions.


Executive waive s all the benefits and rights granted by California Civil Code section 1542, and any other applicable similar state laws, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”


10.         Challenge to Enforceability . Executive agrees not to challenge the enforceability of any provision of this Agreement in any court of competent jurisdiction or arbitration, except as to validity under the ADEA. Executive undrstands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies. Nothing in this Agreement shall prevent Executive’s participation in any legal proceedings against the Company or any Released Party in compliance with a summons that requires such participation, or Executive’s initiation of or participation in administrative proceedings or investigations of the EEOC or other governmental agencies; provided, however, that this Agreement shall prevent Executive from receiving any monetary or financial damages or recoveries from the Company or any Released Party or reinstatement with the Company in connection with any such proceedings or investigations which is not based on recovering or receiving an award paid by a Government Agency. Executive represents that Executive has not filed or asserted any claims whatsoever against the Company or any Released Party. Executive is not aware of any conduct by the Company or any Released Party that may violate any federal, state or local law, rule or regulation.





11.          Defend Trade Secrets Act Disclaimer .


a.     Nothing in this Agreement is intended to discourage or restrict Executive from reporting any theft of trade secrets pursuant to the Defend Trade Secrets Act of 2016 (the “DTSA”) or other applicable state or federal law.  The DTSA prohibits retaliation against an employee because of whistleblower activity in connection with the disclosure of trade secrets, so long as any such disclosure is made either (i) in confidence to an attorney or a federal, state, or local government official and solely to report or investigate a suspected violation of the law, or (ii) under seal in a complaint or other document filed in a lawsuit or other proceeding.


b.     If Executive believes that any employee or any third party has misappropriated or improperly used or disclosed trade secrets or Confidential Information, Executive should report such activity to the Company’s Chief Financial Officer. This Agreement is in addition to and not in lieu of any obligations to protect the Company’s trade secrets and Confidential Information which otherwise exist. Nothing in this Agreement shall limit, curtail or diminish the Company’s statutory rights under the DTSA, any applicable state law regarding trade secrets or common law.


12.          Governing Law ; Venue . This Agreement shall be subject to and governed by the laws of the State of California, without giving effect to the principles of conflicts of law under California law that would require or permit the application of the laws of a jurisdiction other than the State of California and irrespective of the fact that the parties now or at any time may be residents of or engage in activities in a different state. Executive agrees that in the event of any dispute or claim arising under this Agreement, jurisdiction and venue shall be vested and proper, and Executive hereby consents to the jurisdiction of any court sitting in Orange County, California, including the United States District Court for the Central District of California.


13.          Legal Fees . In the event of any controversy arising under or relating to the interpretation or implementation of this Agreement, or the breach thereof, the prevailing party will be entitled to attorneys’ fees and costs for any trial and appellate proceedings.


14.         Entire Agreement . This Agreement incorporates the entire understanding among the parties with respect to the subject matter hereof. In reaching the agreements in this Agreement, neither party has relied upon any representation or promise, oral or written, except those set forth herein. This Agreement has been duly authorized by the parties, and duly executed on behalf of each party by the duly authorized officers or principals and in the manner required by all laws and regulations applicable to each such entity.


15.          Counterpart Signatures. This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.





16.         Assignment . This Agreement shall be binding upon and inure solely to the benefit of each party identified herein, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The Company may assign this Agreement to any successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the business and/or assets of the Company.


17.         Confidentiality. So long as no party to this Agreement has a reasonable basis to believe that another party to this Agreement is violating or preparing to violate the terms of this Agreement, except as required by any governmental or quasi-governmental entity (including but not limited to required filings with the Securities and Exchange Commission), the parties agree that this Agreement, its terms and provisions and all correspondence and discussions related to this Agreement, shall be kept privileged and strictly confidential by each party from the date hereof into the future; provided, however, (a) Executive may disclose this information to her immediate family, tax advisors and accountants and (b) the Company shall be permitted to advise any party it believes to be a prospective employer of Executive as to the dates of Executive’s employment with the Company and Executive’s last position held with the Company, in accordance with Company policy.


18.          Severability. In the event any provision of this Agreement shall be held invalid or unenforceable, it shall be deemed modified, only to the extent necessary to make it lawful. To effect such modification, the said provision shall be deemed deleted, added to and/or rewritten, whichever shall most fully preserve the intentions of the parties as originally expressed herein.


19.         Voluntary Execution. Executive represents that Executive has read this Agreement in its entirety and that Executive has had the opportunity to consult with legal counsel prior to signing this Agreement, and that Executive is fully aware of its contents and of its legal effect. Executive signs this Agreement of Executive's own free will and act, without any legal reservations, duress, coercion or undue influence, and it is Executive's intention that Executive be legally bound hereby.


20.          Period to Consider and Revoke. Executive acknowledges that Executive was offered the opportunity to consider this Agreement for a period of twenty-one (21) days from the time Executive received it on August 11, 2017, and is hereby advised to review it with an attorney of Executive's choice. This Agreement does not become effective until seven (7) days after the date Executive signs this Agreement and provides the Company with an original thereof. Executive can revoke the Agreement at any time during that seven-day period (the “Revocation Period”).





21.         Acceptance and/or Revocation. IMPORTANT NOTICE TO EXECUTIVE : You may accept this Agreement by signing it and returning it to the Company. You may exercise your right to revoke your decision to sign this Agreement by sending a written notice of revocation to the individual and address specified below by no later than the last day of the Revocation Period:


Liquidmetal Technologies, Inc.
Attention: Chief Executive Officer
20321 Valencia Circle

Lake Forest , CA 92630


If you exercise your right to revoke, your termination of employment shall be deemed to be a voluntary resignation, in which case Executive will be entitled to only his accrued and unpaid salary through the Termination Date.


[ The next page is the signature page]





IN WITNESS WHEREOF, the parties have duly executed this Separation Agreement and General Release as of the date first written above.






By:    /s/ Bruce K. Bromage                      


Name: Bruce K. Bromage


Title: Executive Vice President




EXECUTIVE :                                                    





/s/ Tony Chung                                                                          

Tony Chung , individually                               


Date of Signature: August 16, 2017




Exhibit 99.1



News Release




Company Contacts:                               

Otis Buchanan                                    

Media Relations                              

Liquidmetal Technologies, Inc.                          




Liquidmetal appoints Tony Chung to the Board of Directors ,

Announces Transition in Principal Financial Officer Role


Lake Forest , Calif. August 2 2 , 201 7 - Liquidmetal® Technologies, Inc. (OTCQB: LQM T), the leading developer of amorphous alloy technologies, elected Mr. Tony Chung as a director of the Company. In connection with his appointment to the Board of Directors, Mr. Chung resigned as Chief Financial Officer of the Company, and Mr. Bryce Van, former Corporate Controller, was appointed as Vice President of Finance and will serve as the Company’s principal financial and accounting officer.


Mr. Chung served as Liquidmetal’s Chief Financial Officer for nearly 10 years. During this time, he served a critical role in ensuring that the Company had adequate funding for operations and helped lead the Company to fulfill its vision as the leader of amorphous alloy technology.


Tony’s expertise in the legal and financial realms has helped propel the Company for many years. We value his experience and are delighted to know that he will continue to contribute to Liquidmetal’s future success as a member of our Board of Directors,” said Professor Lugee Li, Chairman and CEO.


Now that the Company has a secure financial foundation, the time is right for me to transition to our Board of Directors, allowing me to spend more time with my family and on other meaningful ventures. But I remain fully committed to realizing the uncommon potential of Liquidmetal. I look forward to greeting our customers and investors at our upcoming Open House on October 17 as a member of our Board of Directors,” said Mr. Chung.


Bryce Van has been a key member of Liquidmetal ’s leadership team, serving as Corporate Controller for the last four years. “Bryce has impressed me with his understanding of the strong financial discipline we need for the next phase of our Company’s development: Growing revenue and generating profits. I have great confidence in him” said Professor Li.





About Liquidmetal Technologies


Lake Forest , California-based Liquidmetal Technologies, Inc. is the leading developer of products manufactured with bulk amorphous alloys. Amorphous alloys are unique materials that are distinguished by their ability to be injection molded and die cast into high performance applications from a broad range of markets. For more information, go to www.liquidmetal.com .


F orward-Looking Statement


This press release contains "forward-looking statements," including but not limited to statements regarding the advantages of Liquidmetal's amorphous alloy tec hnology, scheduled manufacturing of customer parts and other statements associated with Liquidmetal's technology and operations. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Liquidmetal's expectations and projections. Risks and uncertainties include, among other things; customer adoption of Liquidmetal's technologies and successful integration of those technologies into customer products; potential difficulties or delays in manufacturing products incorporating Liquidmetal's technologies; Liquidmetal's ability to fund its current and anticipated operations; the ability of third party suppliers and manufacturers to meet customer product requirements; general industry conditions; general economic conditions; and governmental laws and regulations affecting Liquidmetal's operations. Additional information concerning these and other risk factors can be found in Liquidmetal's public periodic filings with the U.S. Securities and Exchange Commission, including the discussion under the heading "Risk Factors" in Liquidmetal's 2016 Annual Report on Form 10-K.