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 12, 2007
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ESCALADE, INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-6966 13-2739290
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(Commission File Number) (IRS Employer Identification No.)
817 Maxwell Avenue, Evansville, Indiana 47711
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(Address of Principal Executive Offices) (Zip Code)
(812) 467-4449
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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))
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On April 13, 2007, Escalade, Incorporated ("Escalade") issued the press release
attached hereto as Exhibit 99.1 announcing financial information regarding
Escalade's completed first quarter fiscal 2007. The information hereunder shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a
filing under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 5.02(c) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On April 12, 2007, Escalade's Board of Directors appointed Terry Frandsen as
Escalade's interim Chief Executive Officer pending the Board's selection of a
permanent successor to Daniel A. Messmer, the Company's prior Chief Executive
Officer and President who died suddenly of natural causes on April 9, 2007. Mr.
Frandsen will continue to serve as the Company's Chief Financial Officer, a
position he has held since 2003.
Terry Frandsen joined the Company in October 2002. From 1998 to 2002, Mr.
Frandsen served as the Executive Vice President and Chief Operating Officer of
Seiko Instruments USA, a wholly owned subsidiary of a Japanese conglomerate.
From 1991 to 1998 Mr. Frandsen served as the US Controller of Micro Focus, Inc.,
a global leader in software development tools. Prior to that he held positions
ranging from Controller to CFO in various companies and spent 5 years as a
Manager with an international CPA firm. Mr. Frandsen holds a BS degree in
Business Administration from California State University at Hayward and is a
Certified Public Accountant.
Mr. Frandsen has no family relationship with any other executive officer or
director of Escalade.
Item 8.01 - Other Events
On April 12, 2007, Escalade's Board of Directors withdrew its previous
determination to increase the size of the Board to seven directors effective as
of the date of the Annual Meeting of Stockholders to be held on April 27, 2007,
and voted instead to retain the size of the Board at six directors as permitted
pursuant to the terms of Escalade's Bylaws. Other than Mr. Messmer, the nominees
named in Escalade's proxy statement relating to the 2007 Annual Meeting will be
nominated for those six board seats.
Escalade issued the press release attached hereto as Exhibit 99.1 on April 13,
2007 announcing the executive management changes described above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
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99.1 Press release dated April 13, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Escalade, Incorporated has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April 13, 2007 ESCALADE, INCORPORATED
By: /s/ TERRY D. FRANDSEN
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Terry D. Frandsen, Vice President and
Chief Financial Officer
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