UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JULY 19, 2006
HOUSTON WIRE & CABLE COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-52046 36-4151663
(Commission File Number) (IRS Employer
Identification No.)
10201 North Loop East
Houston, TX 77029
(Address of Principal (Zip Code)
Executive Offices)
(713) 609-2100
(Registrant's 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):
[ ] 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 PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On July 19, 2006, the Board of Directors of Houston Wire & Cable
Company ("Company") voted to increase the size of the Board of
Directors ("Board") to six members. To fill the vacancies created by
this increase, the Board, upon the recommendation of its nominating
and corporate governance committee, elected Scott L. Thompson and Ian
Stewart Farwell as new directors to serve until the 2007 annual
meeting of stockholders of the Company and until their respective
successors are elected and qualified. Mr. Thompson was also appointed
to serve as a member of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee of
the Board of Directors. Mr. Thompson was also appointed to serve as
the Chair of the Audit Committee.
In accordance with the Company's compensation policy for non-employee
directors, the Company granted to each of Mr. Thompson and Mr. Farwell
a non-qualified stock option to purchase 15,000 shares of its common
stock under the Company's 2006 Stock Plan. Each option has an
exercise price of $16.98 per share, which represents the closing price
per share of the Company's common stock as reported on the Nasdaq
National Market on July 19, 2006, the date on which the options were
granted. Each option has a ten-year term and becomes exercisable on
July 19, 2007. In each case, to the extent that the option has
vested, it is exercisable for ninety days following termination of the
service of Mr. Thompson or Mr. Farwell, as the case may be.
Mr. Thompson, age 47, is a private investor who consults with private
equity companies and serves on the Board of Directors of Conn's, Inc.,
a specialty retailer of electronics and home appliances. Mr. Thompson
was a founder of Group 1 Automotive, Inc., a fortune 500 specialty
retailer in the automotive retailing industry. Mr. Thompson served as
the CFO and Treasurer of Group 1 Automotive, Inc from 1996 until 2004.
Mr. Thompson is a Certified Public Accountant.
Mr. Farwell, age 65, has been the CEO of Rheem Manufacturing Company
since February 2006. Mr. Farwell served as COO of Rheem from June,
2002 until July, 2005 and he served as President of Rheem's HVAC
Division from July, 2000 until June, 2002. Rheem Manufacturing
Company is a leading North American producer of water heaters, central
warm air furnaces and air conditioners, and swimming pool heaters and
commercial boilers.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press release dated July 20, 2006, announcing the
elections of Scott L. Thompson and Ian Stewart
Farwell as members of the Board of Directors of
Houston Wire & Cable Company.
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.
HOUSTON WIRE & CABLE COMPANY
Date: July 20, 2006 By: /s/ Nicol G. Graham
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Nicol G. Graham
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated July 20, 2006, announcing the
elections of Scott L. Thompson and Ian Stewart
Farwell as members of the Board of Directors of
Houston Wire & Cable Company.