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): February 14, 2011
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Commission File Number | | Exact name of registrant as specified in its charter, Principal Office Address and Telephone Number | | State of Incorporation | | I.R.S. Employer Identification No. |
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| 333-124154 | | Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | | Delaware | | 20-1398860 |
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| 333-45823 | | Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | | Delaware | | 22-2940378 |
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 communication 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 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective February 14, 2011, Chris Lacovara resigned from his positions as a director of Stanadyne Holdings, Inc. (“Holdings”) and all of its related subsidiaries or affiliates, including Stanadyne Corporation (“Stanadyne”). Mr. Lacovara’s resignation was not a result of any disagreement with Holdings, Stanadyne or Holdings’ or Stanadyne’s Board of Directors.
Effective February 14, 2011, Evan Wildstein was elected as a director of Holdings and Stanadyne to fill the vacancies created by the resignation of Mr. Lacovara. Holdings’ is a party to the KSTA Holdings Stockholders Agreement, dated August 6, 2004. Pursuant to the KSTA Holdings Stockholders Agreement, Kohlberg & Company, L.L.C. has the right to elect the directors of Holdings. All of the directors of Holdings also serve as directors of Stanadyne.
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 thereunto duly authorized.
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| | | | Stanadyne Holdings, Inc. |
| | | | (Registrant) |
| | |
| Date: February 17, 2011 | | | | /s/ Stephen S. Langin |
| | | | Stephen S. Langin |
| | | | Chief Financial Officer |
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 thereunto duly authorized.
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| | | | Stanadyne Corporation |
| | | | (Registrant) |
| | |
| Date: February 17, 2011 | | | | /s/ Stephen S. Langin |
| | | | Stephen S. Langin |
| | | | Vice President and Chief Financial Officer |
