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): May 21, 2007
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 & Equipment
Continental Global Group, Inc. 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 Jeffrey A. Behrendt as Vice
President and Chief Financial Officer of the Company.
Jimmy L. Dickinson retired from his post as Vice President and Chief
Financial Officer of the Company effective May 21, 2007. The Company's Board of
Directors appointed Jeffrey A. Behrendt, age 51, as the new Vice President and
Chief Financial Officer of the Company. For six years prior to joining the
Company, Mr. Behrendt served as the Senior Vice President of Finance and Chief
Financial Officer for Universal Lighting Technologies in Nashville, Tennessee.
The terms and conditions of Mr. Behrendt's employment are governed by a
one year employment agreement in effect as of March 26, 2007. Under the
employment agreement, Mr. Behrendt receives a compensation package including a
salary of $20,833 per month, an annual bonus based on pre-tax profit targets,
retirement and health benefits, eligibility to participate in the Company's life
insurance plan, vacation time and relocation expenses. Additionally, Mr.
Behrendt'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. Behrendt
to receive his base salary for a period of 12 months following the effective
date of his resignation. Mr. Behrendt'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 10.8 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.8 Employment Agreement by and between Continental
Global Group, Inc. and Jeffrey A. Behrendt dated
March 26, 2007.
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: June 7, 2007 By: /s/ Ronald W. Kaplan
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Name: Ronald W. Kaplan
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description of Document
10.8 Employment Agreement by and between Continental Global
Group, Inc. and Jeffrey A. Behrendt dated March 26, 2007.