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 13, 2006
CONTINENTAL GLOBAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-27665 31-1506889
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
CO-REGISTRANTS AND SUBSIDIARY GUARANTORS
Continental Conveyor & Equipment Company Delaware 34-1603197
Goodman Conveyor Company Delaware 34-1603196
Continental Conveyor &
Continental Global Group, Inc. Equipment Company Goodman Conveyor Company
438 Industrial Drive 438 Industrial Drive Route 178 South
Winfield, Alabama 35594 Winfield, Alabama 35594 Belton, South Carolina 29627
(205) 487-6492 (205) 487-6492 (864) 388-7793
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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:
[ ] 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
Please see the Company's response for Item 5.02 to this Current Report on Form
8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Continental Global Group, Inc. (the "Company") is filing this Current
Report on Form 8-K to announce the appointment of Ronald W. Kaplan as the new
President and Chief Executive Officer of the Company.
Robert W. Hale effectively resigned from his post as President and
Chief Executive Officer of the Company on April 30, 2005. Wes McDonald, the
current Vice Chairman, served as the interim President and Chief Executive
Officer of the Company from May 1, 2005 until February 13, 2006. The Company's
Board of Directors then appointed Ronald W. Kaplan, age 54, as the new President
and Chief Executive Officer of the Company. For eleven years prior to joining
the Company, Mr. Kaplan served as the President of the Gas Technologies Group of
the Harsco Corporation, a diversified, global provider of industrial services
and products.
The terms and conditions of Mr. Kaplan's employment are governed by a
one year employment agreement in effect as of February 13, 2006. Under the
employment agreement, Mr. Kaplan receives a compensation package including a
salary of $33,334 per month, an annual bonus based on pre-tax profit targets,
retirement and health benefits, a car allowance, eligibility to participate in
the Company's life insurance plan, vacation time and relocation expenses.
Additionally, Mr. Kaplan's employment agreement grants him the right to
voluntarily terminate his employment in the event that the Company experiences a
change of control, as defined in the agreement. This change of control provision
entitles Mr. Kaplan to receive his base salary for a period of 24 months
following the effective date of his resignation. Mr. Kaplan's employment
agreement also contains provisions that permit the Company to terminate his
employment for "cause," as such term is defined in the employment agreement, as
well as for specified events such as disability. A copy of the employment
agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.3 Employment Agreement by and between Continental Global
Group, Inc. and Ronald W. Kaplan dated February 13, 2006.
SIGNATURE
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.
CONTINENTAL GLOBAL GROUP, INC.
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(Registrant)
Date: March 17, 2006 By: /s/ J.L. Dickinson
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Name: J.L. Dickinson
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Document
10.3 Employment Agreement by and between Continental Global
Group, Inc. and Ronald W. Kaplan dated February 13, 2006.