UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 20, 2005
DIAMOND TRIUMPH AUTO GLASS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-33572 23-2758853
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
220 DIVISION STREET
KINGSTON, PENNSYLVANIA 18704
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: (570) 287-9915
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 20, 2005, Diamond Triumph Auto Glass, Inc. (the "Company")
entered into an employment agreement (the "Employment Agreement") with Douglas
M. Boyle, the new Chief Financial Officer of the Company. (See Item 5.02 below).
The Employment Agreement provides that Mr. Boyle shall serve as the Chief
Financial Officer of the Company for a period of two years ending on May 19,
2007, which term may be extended by the Company. Under the Employment Agreement,
Mr. Boyle will earn a base salary of $200,000 per year. In addition to his base
salary, Mr. Boyle may be eligible to receive a discretionary performance bonus
based on the Company's achievement of certain financial goals to be determined
by the Company's Board of Directors in consultation with Mr. Boyle, and is
entitled to additional benefits commensurate with the position of Chief
Financial Officer, including an automobile allowance, paid vacation,
reimbursement of reasonable and necessary business expenses incurred in the
performance of his duties and eligibility to participate in the Company's
employee benefit plans.
The Employment Agreement provides that Mr. Boyle's employment may be
terminated by the Company with or without cause, as well as in the event of Mr.
Boyle's death or disability. In the event that Mr. Boyle is terminated for
"cause" (as such term is defined in the Employment Agreement), the Company is
only obligated to pay Mr. Boyle's base salary through the date of such
termination within 30 days of his termination. If Mr. Boyle's employment is
terminated by reason of his death or disability, the Company is required to pay
Mr. Boyle's base salary for a period of twelve months, but in no event beyond
the date of May 19, 2007, unless the term of the Employment Agreement has been
extended beyond such date, and the amount of any bonus payable to Mr. Boyle
through such date of termination as determined in accordance with the Employment
Agreement. Upon Mr. Boyle's termination for any other reason, including without
cause, Mr. Boyle shall be entitled to receive (i) his base salary through the
date of such termination, (ii) the amount of any bonus payable to Mr. Boyle
through such date of termination as determined in accordance with the Employment
Agreement and (iii) a severance payment equal to the base salary that Mr. Boyle
would have otherwise received during the period beginning on such termination
date through the earlier of (a) the expiration of the Employment Agreement or
(b) the time Mr. Boyle obtains other permanent employment, which severance pay
shall be paid at the times and in the amounts such base salary would have
otherwise been paid to Mr. Boyle had he not been terminated.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICER; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICER.
On May 20, 2005, the Board of Directors of the Company appointed
Michael A. Sumsky, the Company's President and General Counsel, as the Company's
Chief Operating Officer. Prior to this designation, Mr. Sumsky also served as
the Company's Chief Financial Officer. The Company anticipates that its Board of
Directors will adopt a management bonus compensation plan (the "Bonus Plan")
prior to the close of fiscal year 2005, and that Mr. Sumsky will be eligible to
participate in such Bonus Plan if it is adopted. For biographical information
about Mr. Sumsky, and information regarding his employment agreement, annual
salary, business experience and age, please refer to the Company's annual report
for the fiscal year ended December 31, 2004 filed with the Securities and
Exchange Commission on Form 10-K on April 4, 2005.
In addition, on May 20, 2005, the Board of Directors of the Company
appointed Douglas M. Boyle, age 38, to serve as the Company's Chief Financial
Officer. Prior to this designation, Mr. Boyle served as the Company's Vice
President of Finance since joining the Company on August 9, 2004. For a
discussion of Mr. Boyle's Employment Agreement, please refer to Item 1.01 above.
(The information contained in Item 1.01 is hereby incorporated by reference into
this Item 5.02 to the extent applicable.)
The Company anticipates that Mr. Boyle will also be eligible to participate in
the Bonus Plan, if it is adopted by the Board of Directors of the Company.
Prior to joining the Company, Mr. Boyle served as a regional Vice
President of Finance and Administration, and Vice President of National Revenue
Operations, and in various financial and director level roles for Quest
Diagnostics, Inc., a leading provider of diagnostic testing, information and
services, from 1995 to July 2004. Mr. Boyle was the Chief Financial Officer of
Medimax, Inc. from 1993 to 1995, and the Corporate Controller of World Color
Press, Inc. from 1992 to 1993. Mr. Boyle is a Certified Public Accountant and
holds an MBA from Columbia University.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
Exhibit Number
10.2 Form of Employment Agreement, dated May 20, 2005, between
Diamond Triumph Auto Glass, Inc. and Douglas M. Boyle.
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.
DIAMOND TRIUMPH AUTO GLASS, INC.
Date: May 26, 2005 By: /s/ Michael A. Sumsky
---------------------------------
Name: Michael A. Sumsky
Title: President, Chief Operating
Officer & General Counsel
Exhibit Index
Exhibit Number
10.2 Form of Employment Agreement, dated May 20, 2005, between Diamond
Triumph Auto Glass, Inc. and Douglas M. Boyle.