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
Date of report (Date of earliest event reported): April 2, 2007
ENGlobal Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
001-14217 88-0322261
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(Commission File Number) (IRS Employer Identification No.)
654 N. Sam Houston Pkwy E., Suite 400, Houston, Texas 77060-5914
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(Address of Principal Executive Offices) (Zip Code)
281-878-1000
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(Registrant's Telephone Number, Including Area Code)
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(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.
On April 3, 2007, ENGlobal Corporation (the "Company") announced the appointment
of William A. Coskey, P.E., to the position of Chief Executive Officer,
effective immediately. ENGlobal's former Chief Executive Officer, Michael L.
Burrow, P.E., announced his retirement from the positions of director and Chief
Executive Officer, effective April 2, 2007. Mr. Burrow will remain with the
Company as President until May 18, 2007, to facilitate an orderly transition.
Mr. Coskey will continue to serve as the Company's Chairman of the Board, and
will take over as the Company's President on Mr. Burrow's departure. Also, on
April 3, 2007, the Company's Board of Directors voted to reduce the number of
directors from five to four.
Mr. Coskey, age 54, has served as Chairman of the Board since June 2005. He
founded ENGlobal Corporation in 1985 and, until December 2001, served as
Chairman of the Board, Chief Executive Officer, and President of the Company.
From 2001 to 2003, he served as Chief Operating Officer and held the position of
President from 2001 to June 2005. Mr. Coskey, an honors graduate, received a
Bachelor of Science in Electrical Engineering from Texas A&M University in 1975
and is a Registered Professional Engineer.
Mr. Coskey is a party to a written employment agreement with the Company, which
provides for a base salary of $245,000, subject to discretionary increases by
the Board of Directors. Additionally, Mr. Coskey receives health, life, and
other insurance benefits in accordance with the terms of the Company's benefit
plans, and the Company provides Mr. Coskey with management level support
services and reimbursement for specified business expenses.
Mr. Coskey's employment agreement provides for severance payments and benefits
in the case of termination of employment. If employment ends because of death,
the Company will pay any accrued but unpaid salary, additional compensation, and
other benefits earned up to that date. In the case of disability, salary and
benefits would generally be maintained by the Company on behalf of Mr. Coskey
for up to six months of disability and for a period of six months following the
date of termination, and Mr. Coskey would receive health and life insurance
benefits in accordance with the terms of the Company's benefit plans during that
period. At the Company's option, reduced severance payments and full benefits
may be extended for an additional six-month period following the initial period
of severance for disability.
If the Company terminates Mr. Coskey's employment for "cause," as defined in the
employment agreement, the Company will pay any accrued but unpaid salary,
additional compensation, and other benefits earned up to the effective date of
termination. If the Company terminates Mr. Coskey's employment without "cause,"
as defined in the employment agreement, the Company will continue to pay him for
a period of six months following the date of termination and, at the Company's
option, reduced severance payments and full benefits may be extended for an
additional six-month period following the initial severance period, in exchange
for an extension of Mr. Coskey's non-competition and non-solicitation
obligations under his employment agreement.
Mr. Coskey's employment agreement includes a covenant not to compete for a
period of up to one year following termination of employment, as well as
confidentiality provisions as are customary in nature and scope, for such
agreements.
Item 8.01 Other Events
On April 3, 2007, the Company issued a press release announcing Mr. Coskey's
appointment. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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99.1 ENGlobal Corporation press release dated April 3, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENGlobal Corporation
Date: April 5, 2007 By: /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor Relations
Officer, Chief Governance Officer, and
Corporate Secretary
EXHIBIT LIST
Exhibit Number Description
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99.1 ENGlobal Corporation press release dated April 3, 2007.