UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 25, 2008
Date of report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
ALTRA INDUSTRIAL MOTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-33209
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61-1478870 |
Delaware
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333-124944
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30-0283143 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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14 Hayward Street, Quincy, Massachusetts
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02171 |
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(Address of principal executive offices)
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(Zip Code) |
(617) 328-3300
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2008, Altra Holdings, Inc., a Delaware corporation, and Altra Industrial Motion,
Inc., a Delaware corporation (collectively, the Companies), announced that Carl R. Christenson
will assume the role of Chief Executive Officer of the Companies effective as of January 1, 2009.
Michael L. Hurt, the Companies current Chief Executive Officer, will assume the position of
Executive Chairman and will remain an employee of the Companies. Mr. Hurt will also continue as
Chairman of the Board of Directors of the Companies through 2009.
Carl R. Christenson, 49, has been a director of the Companies since July 2007 and President and
Chief Operating Officer of the Companies since January 2005. From 2001 to 2005, Mr. Christenson was
the President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of
Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held a number of management positions
at TB Woods Corporation (now a subsidiary of Altra) and several positions at the Torrington
Company. Mr. Christenson holds M.S. and B.S. degrees in Mechanical Engineering from the University
of Massachusetts and an M.B.A. from Rensselaer Polytechnic.
In connection with Mr. Christensons promotion to Chief Executive Officer, the Companies expect to
enter into an amended and restated employment agreement with Mr. Christenson (the Amended
Employment Agreement), which will be filed with a subsequent Current Report on Form 8-K promptly
after execution.
Michael L. Hurt, P.E., 63, has been Chief Executive Officer and a director of the Companies since
November 2004. In November 2006, Mr. Hurt was elected as Chairman of the Board. During 2004, prior
to the Companies formation, Mr. Hurt provided consulting services to Genstar Capital LLC, a
private equity fund, and was appointed Chairman and Chief Executive Officer of Kilian (now a
subsidiary of Altra) in October 2004. From January 1991 to November 2003, Mr. Hurt was the
President and Chief Executive Officer of TB Woods Corporation (now a subsidiary of Altra). Prior
to TB Woods, Mr. Hurt spent 23 years in a variety of management positions at the Torrington
Company, a major manufacturer of bearings and a subsidiary of Ingersoll Rand. Mr. Hurt holds a B.S.
degree in Mechanical Engineering from Clemson University and an M.B.A. from Clemson-Furman
University.
In connection with the planned succession, the Companies have entered into an amended and restated
employment agreement with Mr. Hurt. Pursuant to his employment agreement Mr. Hurt will continue to
receive his current base salary and bonus through December 31, 2008. Upon his transition to the
position of Executive Chairman on January 1, 2009, Mr. Hurts time commitment to the Companies will
be reduced to one week per month and he will receive a base salary of $250,000 per year for his
services. Mr. Hurts employment agreement will have a five-year term following his appointment as
Executive Chairman. The foregoing summary is qualified in its entirety by reference to Mr. Hurts
employment agreement, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
The text of the press release issued by Altra Holdings, Inc. announcing these management changes is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
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Altra Holdings, Inc.
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By: |
/s/ Glenn E. Deegan
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Name: |
Glenn E. Deegan |
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Title: |
Vice President & General Counsel |
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Date: September 26, 2008
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.
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Altra Industrial Motion, Inc.
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By: |
/s/ Glenn E. Deegan
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Name: |
Glenn E. Deegan |
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Title: |
Vice President & General Counsel |
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Date: September 26, 2008