UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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) April 10, 2007 Transcat, Inc. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 35 Vantage Point Drive, Rochester, New York (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) Appointment of Charles P. Hadeed as Chief Executive Officer On April 10, 2007, Charles P. Hadeed, 57, was appointed Chief Executive Officer of Transcat, Inc. ( Transcat or the Company ), succeeding Carl E. Sassano, who was elected Executive Chairman of the Board. Mr. Hadeed joined Transcat in April 2002 as Vice President of Finance and Chief Financial Officer. He was named Chief Operating Officer in October 2004 and President in May He will continue to serve as President. There was no arrangement or understanding between Mr. Hadeed and any other person pursuant to which he was appointed Chief Executive Officer. Mr. Hadeed brings more than 35 years of financial and strategic leadership experience to Transcat. Prior to joining the Company, he served as Vice President-Healthcare Ventures Group with Henry Schein Inc., Group Vice President-Operations at Del Laboratories Inc., and in various executive positions, including Vice President-Global Lens Care Operations, President-Oral Care Division, Vice President-Operations- Personal Products Division and Vice President/Controller-Personal Products Division, during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed earned a B.S. in Accounting from Syracuse University and is a certified public accountant. Transcat and Mr. Hadeed are not parties to an employment agreement, however, the Amended and Restated Agreement for Severance Upon Change in Control dated April 19, 2006 and Mr. Hadeed s qualification for coverage under the Post-Retirement Benefit Plan for Officers continue in effect. In connection with Mr. Hadeed s appointment as Chief Executive Officer, Mr. Hadeed s annual base salary was increased from $240,000 to $265,000. Mr. Hadeed s target annual cash bonus amount as a percentage of base salary under the Company s Performance Incentive Plan, as described in the Company s Current Report on Form 8-K dated May 16, 2006, will remain at 40%. In addition, Mr. Hadeed was granted a stock option under the Company s 2003 Incentive Plan to purchase 100,000 shares of Transcat s common stock at $5.24 per share (that being the closing price of the common stock on April 10, 2007). On April 10, 2007, Transcat issued a press release announcing Mr. Hadeed s new position as Chief Executive Officer. The press release is attached to this Form 8-K as Exhibit (c) Resignation of Carl E. Sassano as Chief Executive Officer and Appointment as Executive Chairman of the Board On April 10, 2007, Carl E. Sassano, 57, resigned his position as Chief Executive Officer of Transcat and was appointed Executive Chairman of the Board. In this capacity, Mr. Sassano will continue to work with the Company to identify and evaluate acquisition targets that have the potential to enhance the Company s strategic plan. The Company anticipates that Mr. Sassano will devote approximately 25% of his time to the Company in this role. There was no arrangement or understanding between Mr. Sassano and any other person pursuant to which he was appointed Executive Chairman of the Board. Mr. Sassano was elected a director of Transcat in October 2000 to fill a vacancy on the board. He became President and Chief Executive Officer in March 2002 and was elected Chairman of the Board in October In May 2006, he ceased serving as President when Charles P. Hadeed assumed that position. Mr. Sassano was President and Chief Operating Officer of Bausch & Lomb Incorporated in 1999 and 2000, and held various executive positions prior to that during his career at Bausch & Lomb. Transcat and Mr. Sassano are not parties to an employment agreement, however, the Amended and Restated Agreement for Severance Upon Change in Control dated April 19, 2006 and Mr. Sassano s qualification for coverage under the Post-Retirement Benefit Plan for Officers will continue in effect.

3 Mr. Sassano s annual base salary as Executive Chairman was set at $85,000 and his target annual cash bonus amount as a percentage of base salary under the Company s Performance Incentive Plan, as described in the Company s Current Report on Form 8-K dated May 16, 2006, was reduced from 40% to 33%. Mr. Sassano will receive all accrued vacation through his resignation date as Chief Executive Officer (approximately $20,000) and will continue to be eligible to receive health benefits as if he remained a full-time employee. Mr. Sassano will also remain eligible to participate in the Transcat, Inc Incentive Plan. Additionally, Mr. Sassano s outstanding restricted stock awards will be amended to allow for continued vesting pursuant to the vesting schedule as if he remained a full-time employee of the Company. On April 10, 2007, Transcat issued a press release announcing Mr. Sassano s new position as Executive Chairman of the Board. The press release is attached to this Form 8-K as Exhibit Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No Transcat, Inc. Press Release dated April 10, 2007 Description 99.2 Transcat, Inc. Press Release dated April 10, 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. TRANSCAT, INC. Dated: April 13, 2007 By: /s/ John J. Zimmer John J. Zimmer Vice President of Finance and Chief Financial Officer

4 News Release Contact: Corporate Offices 35 Vantage Point Drive, Rochester, New York Telephone: Fax: John J. Zimmer Van Negris / Lexi Terrero Robert Cavosi Vice President of Finance and CFO Van Negris & Company, Inc. Broadgate Consultants Transcat, Inc FOR IMMEDIATE RELEASE Transcat Promotes Charles P. Hadeed to CEO; Carl E. Sassano Elected Executive Chairman of the Board of Directors ROCHESTER, NY April 10, 2007 Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade test, measurement, and calibration instruments and a provider of calibration and repair services, is pleased to announce that Charles P. Hadeed has been promoted to Chief Executive Officer. The announcement was made by Carl E. Sassano, who has been elected Executive Chairman of the Board of Directors of the Company. Mr. Hadeed joined Transcat in April 2002 as Vice President, Finance and Chief Financial Officer. In late 2004, he assumed additional responsibilities as the head of the Company s laboratory operations and was named Chief Operating Officer in October 2004 and President in May He will continue to serve as President. Commenting on Mr. Hadeed s promotion, Carl E. Sassano, Executive Chairman said: Charlie s efforts, discipline and strategic guidance in finance were the foundation of Transcat s return to sustained profitability in fiscal year His operational leadership materially improved Transcat s calibration services as well as laboratory cost efficiency. Over the past eighteen months as President and Chief Operating Officer, he led the redesign of Transcat s sales process and strengthened our approach to finding new calibration business. As our CEO, Charlie s experience and knowledge will continue to help make Transcat a market leader in our industry. - m o r e -

5 Transcat, Inc. April 10, 2007 Page Two Mr. Hadeed stated: I m honored to be named Chief Executive Officer of this wonderful company and pleased to be working with Carl Sassano, our Executive Chairman, to build on the solid foundation that has been established over the previous five years. Our excellent results are due to the superb team that has been assembled at Transcat over the past few years, whose efforts are producing year-over-year growth in Distribution Product sales, as well as growth in our Calibration Services business. I continue to believe that bundling our Distribution Products sales and Calibration Services provides significant value to our customers and gives us both competitive advantages and operating efficiencies. We are operating from a very strong foundation and I look forward to working with Carl to continue to identify opportunities to grow our business that are consistent with that strategy. Charles P. Hadeed, 57, brings over 35 years of financial and strategic leadership experience to Transcat, serving as Chief Operating Officer, Vice President of Finance and Chief Financial Officer. Prior to joining the Company, he was Vice President- Heathcare Ventures Group with Henry Schein Inc.; Group Vice President-Operations at Del Laboratories Inc., and in various executive positions, including Vice President-Global Lens Care Operations, President-Oral Care Division, Vice President- Operations-Personal Products Division and Vice President/Controller-Personal Products Division, during his 20-year career at Bausch & Lomb, Inc. Mr. Hadeed earned a B.S. in Accounting from Syracuse University and is a certified public accountant. Mr. Sassano, who was named CEO of Transcat in March 2002 and Chairman in 2004, has been elected Executive Chairman of the Board of Directors. He will continue working with Mr. Hadeed to identify and evaluate acquisition targets that have the potential to enhance Transcat s strategic plan. About Transcat, Inc. Transcat, Inc. is a leading global distributor of professional grade test, measurement and calibration instruments and an accredited provider of calibration and repair services primarily to the process, life science and manufacturing industries. Through the Company s Calibration Services segment, Transcat offers precise, reliable, fast calibration and repair services through eleven Calibration Centers of Excellence strategically located across the United States, Canada and Puerto Rico to approximately 8,000 customers. To support the Company s customers requirements, Transcat delivers the industry s highest quality calibration services and repairs. Each of the calibration laboratories is ISO-9001: 2000 and the scope of accreditation to ISO/IEC is the widest in the industry. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forwardlooking statements, which are subject to various risks and uncertainties. The Company s actual results could differ from those anticipated in such forward-looking statements as a result of numerous factors that may be beyond the Company s control.

6 News Release Contact: Corporate Offices 35 Vantage Point Drive, Rochester, New York Telephone: Fax: John J. Zimmer Van Negris / Lexi Terrero Robert Cavosi Vice President of Finance and CFO Van Negris & Company, Inc. Broadgate Consultants Transcat, Inc FOR IMMEDIATE RELEASE Carl E. Sassano Elected Executive Chairman of Transcat s Board of Directors; Charles P. Hadeed Promoted to CEO ROCHESTER, NY April 10, 2007 Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade test, measurement, and calibration instruments and a provider of calibration and repair services, today announced that Carl E. Sassano has been elected Executive Chairman of the Board of Directors of the Company. Transcat s President and COO Charles P. Hadeed has been promoted to Chief Executive Officer, succeeding Mr. Sassano. Mr. Sassano has served as Chairman of the company since October, 2003 and has served as CEO for the last five years, having been named to fill the spot in March, In his sole capacity as Executive Chairman, he will continue working with Mr. Hadeed to identify and evaluate acquisition targets that have the potential to enhance Transcat s strategic plan. Mr. Sassano commented: It has been a privilege to serve as Transcat s Chief Executive Officer. Five years ago, we put in place a plan to improve Transcat s financial performance and operational efficiencies. We said we were going to continue making improvements and that we expected to deliver profitable results for our shareholders. We did, and our stock performance reflects the results we have delivered. We said that improvements we would make would position us for long-term sustainable profitability and growth. Over the past three years, we achieved excellent sales growth and substantial overall growth in operating income, largely due to our substantial investments in calibration sales and service infrastructure, product marketing initiatives and increased manpower. Importantly, we increased our margins and marketing efforts, used our strong operating cash flow to substantially reduce our debt, and strengthened our balance sheet by entering into a $10 million revolving credit facility with JP Morgan Chase in November, m o r e -

7 Transcat, Inc. April 10, 2007 Page Two These positive results are due to the hard work by the entire Transcat team and the execution of our strategic plan. As a key member of our senior management team, Charlie Hadeed has worked very closely with me during the past five years. We have had an outstanding working relationship and will continue to work as partners to build on the solid foundation that has been established. He is committed to creating value for our shareholders as we move to the next level in the development of our business. Mr. Sassano, age 57, joined Transcat s Board of Directors in 2000, became President and Chief Executive Officer in 2002, and was elected Chairman in Previously, he was President and Chief Operating Officer of Bausch & Lomb, Inc., in 2000 and 1999, respectively, and held numerous positions at Bausch & Lomb from 1973 to He is a member of the Board of Directors of IEC Inc. (IEC.OB) and a partner in CSW Associates a Rochester-based private investment partnership. He is also a member of the Board of Directors of the Rochester Institute of Technology, WXXI (the PBS affiliate for the Greater Rochester area), and the Eastman Dental Center Foundation. About Transcat, Inc. Transcat, Inc. is a leading global distributor of professional grade test, measurement and calibration instruments and an accredited provider of calibration and repair services primarily to the process, life science and manufacturing industries. Through the Company s Calibration Services segment, Transcat offers precise, reliable, fast calibration and repair services through eleven Calibration Centers of Excellence strategically located across the United States, Canada and Puerto Rico to approximately 8,000 customers. To support the Company s customers requirements, Transcat delivers the industry s highest quality calibration services and repairs. Each of the calibration laboratories is ISO-9001: 2000 and the scope of accreditation to ISO/IEC is the widest in the industry. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forwardlooking statements, which are subject to various risks and uncertainties. The Company s actual results could differ from those anticipated in such forward-looking statements as a result of numerous factors that may be beyond the Company s control.