Form 8-K Appointment of Directors
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to
Section
13 Or 15(d) of the Securities Exchange Act of 1934
July
19, 2006
Date
of Report (Date of earliest event reported)
Commission
File Number 1-6560
THE
FAIRCHILD CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
(State
of
incorporation or organization)
34-0728587
(I.R.S.
Employer Identification No.)
1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
FORWARD-LOOKING
STATEMENTS:
Certain
statements in this filing contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect
to
our financial condition, results of operation and business. These statements
relate to analyses and other information, which are based on forecasts of future
results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies. These
forward-looking statements are identified by their use of terms and phrases
such
as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’
‘‘may,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘will’’ and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend estimates that may cause
our
actual future activities and results of operations to be materially different
from those suggested or described in this financial discussion and analysis
by
management. These risks include: our ability to finance and successfully operate
our retail businesses; our ability to accurately predict demand for our
products; our ability to receive timely deliveries from vendors; our ability
to
raise cash to meet seasonal demands; our dependence on the retail and aerospace
industries; our ability to maintain customer satisfaction and deliver products
of quality; our ability to properly assess our competition; our ability to
improve our
operations to profitability status; our ability to liquidate non-core assets
to
meet cash needs; our ability to attract and retain highly qualified executive
management; our ability to achieve and execute internal business plans; weather
conditions in Europe during peak business season and on weekends; labor
disputes; competition; foreign currency fluctuations; worldwide political
instability and economic growth; military conflicts, including terrorist
activities; infectious diseases; new legislation which may cause us to be
required to fund our pension plan earlier than we had expected; and the impact
of any economic downturns and inflation.
If
one or
more of these and other risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. Given these uncertainties, users of the
information included in this report, including investors and prospective
investors, are cautioned not to place undue reliance on such forward-looking
statements. We do not intend to update the forward-looking statements included
in this filing, even if new information, future events or other circumstances
have made them incorrect or misleading.
ITEM
8.01. OTHER EVENTS
Effective
July 19, 2006, the Board of Directors elected three new directors to fill
vacancies in the Board. The new directors are as follows:
| |
Michael
Vantusko. Age 49. President of Grantwood Consulting, LLC, a financial
consulting firm (February 2000 to Present). Chief Financial Officer
and
Senior Vice Present of Waterlink, Inc. (NYSE: WLK), an international
equipment consolidator (1996 to 2000). Chief Financial Officer for
Waxman
Industries, Inc. (NYSE: WAX), a products distributor (1995 to 1996).
Mr.
Vantusko has an MBA (Banking & Finance) from Case Western University
and a BS in Accounting and Finance. He is a Certified Public
Accountant.
|
| |
Didier
Choix. Age 49. Principal in DDA & Company, LLC, a management and
acquisition and financial strategy advisory firm (1995 to present).
Managing Director of Harbourton Enterprises, a merchant banking boutique
specializing in the financial services industry (1992 to 1995). Mr.
Choix
has an MBA from The Wharton School of Business, a BS in Finance,
and
Graduate Degrees in Accounting and Tax
Law.
|
| |
Glenn
Myles. Age 51. President and CEO of First Wall Street Capital
International, an investment banking firm. Mr. Myles has held various
ownership positions in diverse businesses such as retail, auto parts,
finance, shopping centers, hotels, oil drilling, music businesses
and
movie production companies.
|
As
a
result of the appointment of such directors, the Company’s Board of Directors
now consists of seven members, five of whom are independent directors (Robert
Edwards, Daniel Lebard, Didier Choix, Glenn Myles and Michael Vantusko), and
two
of whom are employees of the Company (Jeffrey Steiner and Eric
Steiner).
Mr.
Choix
and Mr. Vantusko were appointed to the Audit Committee. The other two members
of
the Audit Committee are Mr. Edwards and Mr. Lebard. The Board determined that
Mr. Vantusko is a “financial expert” as defined in Securities and Exchange
Commission Rules.
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.
Dated:
July 20, 2006
THE
FAIRCHILD
CORPORATION
By:
/s/
DONALD E. MILLER
Name:
Donald E.
Miller
Title:
Executive Vice President,
Corporate
Secretary
and General Counsel