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): JANUARY 31, 2007
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-452 38-1093240
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 423-8411
(NOT APPLICABLE)
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On January 31, 2007, effective immediately, our board of directors
appointed Kevin E. Sheehan to the board of directors. The board also appointed
Mr. Sheehan to our Audit Committee and to our Governance, Compensation, and
Nominating Committee.
Mr. Sheehan's appointment to the Audit Committee brings us back into
compliance with the audit committee requirements of Nasdaq's Marketplace Rule
4350.
Mr. Sheehan, 61, recently retired after 13 years with CID Capital, an
investment firm with offices in Chicago, Indianapolis and Columbus, Ohio. He is
currently affiliated with Cambridge Ventures, L.P., an Indianapolis-based small
business investment company. Mr. Sheehan also recently formed Glenbeigh
Advisors, an Indianapolis-based firm providing board and consulting services to
public and private companies. Mr. Sheehan since 1990 has been a director of
Flowserve Corporation (NYSE: FLS), where he serves as non-executive chairman and
as a member of the board's finance committee.
As a director, Mr. Sheehan will receive a monthly retainer of $2,500, a
$1,500 fee for each board meeting attended, and a $1,200 fee for each committee
meeting attended and will be entitled to reimbursement for travel expenses. He
also will be eligible to receive phantom share awards under our Director
Retention Phantom Share Plan, under which each non-employee director receives an
annual award denominated in phantom Class A shares. The minimum award is $5,000,
and the maximum is 100% of the director's annual retainer fee. The board of
directors makes the awards at its organizational meeting following each annual
meeting of shareholders on the basis of our actual return on equity for the
preceding year as compared to a target established for that year. In addition,
Mr. Sheehan will be eligible to participate in our Outside Directors' Voluntary
Deferred Compensation Plan, under which our non-employee directors can elect to
defer receipt of a portion of their retainers and meeting fees.
ITEM 7.01 REGULATION FD DISCLOSURE.
On February 5, 2007, we issued a press release about Mr. Sheehan's joining
our board. We are furnishing a copy of the press release as an exhibit to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is furnished with this report:
Exhibit No. Description
- ----------- -----------
99.1 Press release issued February 5, 2007
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.
TECUMSEH PRODUCTS COMPANY
Date: February 5, 2007 By /s/ James S. Nicholson
-------------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
NOTE: The information in Item 7.01 of this report and the related exhibit
is not to be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section unless the registrant
specifically incorporates it by reference into a filing under the Securities Act
or the Exchange Act.
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release issued February 5, 2007