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): June 22, 2005
Atrium Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-20095 75-2642488
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3890 West Northwest Highway, Suite 500, Dallas, TX 75220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 630-5757
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 Appointment of Principal Officers.
Atrium Companies, Inc. (the "Company") today appointed Jerome T. Fadden to serve
as Interim Chief Financial Officer of the Company effective immediately.
Previously, Mr. Fadden was President and CEO of Platinum Underwriters Holdings,
Ltd., a property and casualty reinsurance company, formerly a division of The
St. Paul Companies. He led the company through its initial public offering in
2002 (NYSE), which raised over $1.0 billion in capital. Prior to the initial
public offering of Platinum Underwriters, Mr. Fadden was CEO of St. Paul Re.,
the reinsurance division of The St. Paul Companies.
From 1999-2001, Mr. Fadden served as CFO of the PaineWebber Group. Following the
merger of Paine Webber and UBS, Mr. Fadden served as Executive Vice President
and Director of Strategic Development in the Office of the Chairman. From 1996
through 1998, Mr. Fadden served as CFO of Equus Re, a start-up reinsurance
company, where he created the finance and accounting departments. Mr. Fadden
also held senior executive positions at The Travelers Group, and its
predecessor, Primerica Corporation. He was Treasurer of the parent company in
1994 following the merger of Primerica Corporation and Travelers Insurance
Companies. Previously he was Chief Financial Officer of the Primerica's property
and casualty insurance operation.
Mr. Fadden, 48, holds a B.A in Economics from Stanford University and an M.B.A.
from the Harvard University Graduate School of Business Administration.
Item 8.01 Other Events.
Following the United States Attorney's Office for the Northern District of
Texas' request for documents pursuant to subpoena as previously disclosed in a
Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission (the "SEC") on June 1, 2005, the SEC has requested that it be
provided the same documents that were previously furnished to the United States
Attorney's Office. As previously reported in the Company's June 1, 2005 Form
8-K, neither the Company nor its independent directors nor its institutional
shareholders are targets of the Department of Justice investigation. The SEC's
notice specifically states that no inference of impropriety should be drawn from
this informal inquiry. The Company intends to fully cooperate with the SEC.
Prior to January 28, 2005, the Company had senior subordinated notes that were
registered with the SEC. Following the redemption of those notes on January 28,
2005, the Company filed a Form 15 with the SEC inquiry thereby suspending the
Company's status as an SEC registrant.
The foregoing statements, other than statements of historical information, are
forward-looking statements. Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ
materially from those projected or suggested herein due to certain risks and
uncertainties including, without limitation, operating risks. Those and other
risks are described in Atrium's filings with the SEC, copies of which are
available from the SEC or may be obtained upon request from the Company.
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 thereunto duly authorized.
ATRIUM COMPANIES, INC.
Date: June 30, 2005 By: /s/ Philip J. Ragona
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Name: Philip J. Ragona
Title: Senior Vice President and
General Counsel