0001144204-19-046377.txt : 20190930 0001144204-19-046377.hdr.sgml : 20190930 20190930074002 ACCESSION NUMBER: 0001144204-19-046377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190929 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Limbach Holdings, Inc. CENTRAL INDEX KEY: 0001606163 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36541 FILM NUMBER: 191124060 BUSINESS ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Capital Corp DATE OF NAME CHANGE: 20140422 8-K 1 tv530290_8k.htm FORM 8-K

 

 

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): September 29, 2019
____________________

 

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)
____________________

 

Delaware 001-36541 46-5399422
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

1251 Waterfront Place, Suite 201, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (412) 359-2100

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share LMB The Nasdaq Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Executive Vice President and Chief Financial Officer

 

On September 29, 2019, the Board of Directors (“Board”) of Limbach Holdings, Inc. (the “Company”) approved, and the Company publicly announced on September 30, 2019, the election of Jayme L. Brooks, age 48, to the position of Executive Vice President and Chief Financial Officer of the Company, effective October 1, 2019. Mrs. Brooks served as Executive Vice President and Chief Financial Officer of Capstone Turbine Corporation, a publicly traded manufacturer of microturbine energy systems, from April 2019 until September 2019, and as its Chief Financial Officer and Chief Accounting Officer from April 2015 to April 2019. Previously, Mrs. Brooks also served as Vice President of Financial Planning and Analysis, Interim Chief Accounting Officer and Director of Financial Reporting of Capstone Turbine Corporation. Previously, she served as Vice President and Controller of Computer Patent Annuities North America LLC, a company providing solutions for intellectual property management, including renewal services, software tools and portfolio management. Mrs. Brooks holds a Bachelor of Arts degree in Business Economics from the University of California at Santa Barbara and a Master of Business Administration degree from the Fuqua School of Business at Duke University. Mrs. Brooks is a Certified Public Accountant (active) licensed in California and a member of Financial Executives International. 

 

Additionally, Mrs. Brooks has also been designated as the Company’s principal financial officer and principal accounting officer, effective on October 1, 2019, and on September 29, 2019, Mr. John T. Jordan, Jr., Chief Financial Officer has resigned his position with the Company and the responsibilities as the Company’s principal financial officer and principal accounting officer, effective September 30, 2019.

 

In connection with her employment with the Company, pursuant to the terms of an offer letter dated September 29, 2019, Mrs. Brooks will receive an annual base salary of $365,000, a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pock business expenses in accordance with the Company’s written policies with respect to such matters. Mrs. Brooks is also eligible to receive an annual bonus based upon her performance and the Company’s operating results during each year, of up to 50% of her then current base salary and based upon achievement of objectives to be mutually agreed upon. For fiscal year 2019, Mrs. Brooks will be eligible for such annual bonus up to 1/4th of the ordinary amount. The achievement of goals and milestones will be determined in the sole discretion of the Board or a Compensation Committee of the Board (the “Compensation Committee”). Subject to the Company’s policies and procedures, the Company will also reimburse Mrs. Brooks for customary relocation expenses.

 

In addition, as a material inducement to Mrs. Brooks to enter into employment with the Company, the Offer Letter provides that Mrs. Brooks will be granted a restricted stock unit awards (the “RSU Award”), which represent the contingent right to receive up to an aggregate of 54,215 shares of common stock, $0.0001 par value per share (the “Common Stock”). 42,215 shares of Common Stock under the RSU Award vest on the one-year anniversary of Mrs. Brooks’ start date and 6,000 shares of Common Stock under the RSU Award will vest in equal annual installments on December 31, 2020, 2021 and 2022, subject to Mrs. Brooks’ continuous service with the Company through each such vesting date. The remaining 6,000 shares of Common Stock subject to the RSU Award will vest upon the achievement of cumulative adjusted EBITDA of the Company of at least $75,000,000 for fiscal years 2019, 2020 and 2021 (the “Performance Milestone”), subject to Mrs. Brooks’ continuous service with the Company through the certification by the Compensation Committee of the Board of Directors of the Company of the achievement of the Performance Milestone, if applicable. The RSU Award is subject to the terms and conditions of the applicable restricted stock unit award agreement under the Company’s Amended and Restated Omnibus Incentive Plan.

 

The Offer Letter also provides that, if Mrs. Brooks’ employment is terminated for reasons other than her Resignation, death, disability or Good Cause, she will be entitled to severance pay equal to (i) all previously earned and accrued but unpaid base salary up to the date of termination, (ii) a portion of any annual incentive plan payment earned during the year of termination pro-rate based upon the number of days actually employed during such year, and (iii) base salary and health benefits through the date that is 12 months from the date of such termination.

 

 

 

 

The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter, which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

 

There are no family relationships between Mrs. Brooks and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mrs. Brooks has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On September 30, 2019, the Company issued a press release announcing, among other things, the election of Mrs. Brooks to the position of Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  Description of Exhibit
    
10.1  Offer Letter, dated September 29, 2019, between the Company and Jayme Brooks.
    
99.1  Press release, dated September 30, 2019

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LIMBACH HOLDINGS, iNC.  
     
  By: /s/ Charles A. Bacon, III  
    Name: Charles A. Bacon, III  
    Title:   Chief Executive Officer  
       
Dated: September 30, 2019      

 

 

EX-10.1 2 tv530290_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

September 29, 2019

 

Mrs. Jayme Brooks

2177 Silverstar Street

Simi Valley, CA 93065

 

RE:Limbach Facility Services LLC

Conditional Employment Offer

 

Dear Jayme:

 

It is with great pleasure that I confirm to you our conditional offer to have you join Limbach Facility Services LLC (the "Company") as Executive Vice President & Chief Financial Officer. You will report directly to me and will be a member of our G9 Executive Committee. Your office location will be Tampa, FL. Your actual start date will be October 1, 2019. This offer is contingent upon you successfully passing our standard pre-employment substance abuse test and background checks and the Board of Directors approving a resolution for your employment.

 

Monthly Compensation
In consideration for your services, you will receive a monthly base salary of $30,416.67 ($365,000 annualized), a $1,000 per month automobile allowance, and reimbursement of reasonable out-of-pocket business expenses in accordance with the Company’s written policies with respect to such matters. Your compensation will be reviewed annually as part of the Company's year-end review process and you will be eligible for an increase, subject to the Board's approval, in January 2020. All compensation under this letter will be subject to withholding and other ordinary payroll deductions.

 

Annual Incentive Plan
The Compensation Committee of the Board of Directors, in its sole discretion, may award you an annual bonus based upon your performance and the Company's operating results during each year, of up to 50% of your then current base salary and based upon your achievement of the objectives identified in a mutually agreed upon annual Performance Agreement ("PA"). For 2019, you will be eligible for 3/12th of the fiscal year.

 

 

 

 

Relocation Expense Reimbursement

 

The Company will reimburse the following, including any taxable gross up expense:

 

1.Temporary housing expense through January 31, 2020 in the Tampa, FL area for no more than $5,000 per month.
2.The cost for lodging at an extended stay hotel or apartment in Pittsburgh and your commuting expense between Tampa and Pittsburgh for the team assessment period.
3.The cost for selling your home in California, including realtor’s commission and other reasonable and typical closing costs, grossed up for tax expense.
4.The reasonable and typical settlement costs for purchasing a home in the Tampa, FL region.
5.The costs to move personal goods, including automobiles, to Tampa, FL, grossed up for tax expense.
6.The costs for travel, lodging and meals for two house hunting trips for you and your spouse.
7.The cost of travel and related expenses for relocation for you and your family.
8.The cost of storage of personal possessions in Tampa through January 31, 2020.

 

The reimbursements in this section will be subject to the Company’s policies and procedures related to these matters.

 

Employee Benefits
As a senior executive of the Company, you will also be eligible to participate in all employment benefit programs then generally available to executives of the Company. You will receive four (4) weeks of vacation annually and sick leave in accordance with standard Company policies then in effect.

 

Long-Term Incentive Plan
In addition to the compensation described above, you will be eligible to participate in the Company's Long-Term Incentive Plan, or any new program to be developed, as follows:

 

-You will be granted under the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”) an initial award of the Company’s Common Stock valued at $250,000.00 in the form of restricted stock units that will vest on the one-year anniversary of the first day of your employment. The quantity of shares to be issued for this initial award shall be 37,215, which is calculated by the average share price during the 90-day period ending on September 27, 2019, divided into $250,000.00. This is to cover the loss of unvested shares from your current employer and your annual bonus for this fiscal year.

 

-In addition, you will receive another 5,000 restricted stock units to be granted under the Plan on the first day of your employment. These share will also vest on the one-year anniversary of the first day of your employment.

 

 

 

 

-You will also be granted under the Plan an award of 12,000 shares of the Company’s Common Stock in the form of restricted stock units, with 6,000 being time-based and 6,000 being performance-based. The 6,000 time-based shares shall vest in equal annual installments on December 31, 2020, 2021 and 2022, subject to your continuous service with the Company through each such vesting date. The remaining 6,000 performance-based shares shall vest upon the achievement of cumulative adjusted EBITDA of the Company of at least $75,000,000 for fiscal years 2019, 2020 and 2021 (the “Performance Milestone”), and subject to your continuous service with the Company through the certification by the Compensation Committee of the Board of Directors of the Company of the achievement of the Performance Milestone, if applicable.

 

-The grants under the Amended and Restated Omnibus Incentive Plan are subject to the terms and conditions of applicable restricted stock unit award agreements that will be provided to you and must be executed without modification.

 

-You will be eligible for consideration by the Compensation Committee of the Company’s Board of Directors for another annual grant in Q1 of 2020, and each year that follows.

 

Please see the enclosed Amended and Restated Omnibus Incentive Plan for further details.

 

In the event (i) your employment with the Company is terminated for reasons other than your Resignation (as defined below), death, disability, or Good Cause (as defined below) either before or after a Change in Control (as defined below) or (ii) you Resign for Good Reason as of, or within twelve months following, a Change in Control (as defined below), in each case you will be entitled to receive (a) all previously earned and accrued but unpaid base salary up to the date of termination, (b) a portion of any annual incentive plan payment earned per your PA during the year of termination pro-rated based upon the number of days you were employed during that year prior to the date of termination (paid only when such payment would otherwise be due), and (c) base salary and all health benefits through the date that is twelve (12) months from the date of your termination ("Salary Continuation Period"). 

 

"Change in Control" shall have the meaning ascribed to it in the Plan as in effect on the date hereof.  Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Internal Revenue Code of 1986, as amended. Should a Change in Control occur, all share not vested will vest.

 

In the event your employment with the Company is terminated as a result of your Resignation or for Good Cause, your rights to receive any and all compensation and benefits of any kind will terminate on the date of the termination of your employment.

 

 

 

 

“Resignation” means your voluntary termination of employment with the Company.

 

"Good Reason" means the occurrence of any of the following, in each case during the term of your employment with the Company without your written consent: (i) a material reduction in your base salary other than a general reduction in Base Salary that affects all similarly situated executives; (ii) a material reduction in your incentive plan opportunity;  (iii) a relocation of your principal place of employment by more than 30 miles; (iv) any material breach by the Company of any material provision of this offer letter;  (v) the Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform this offer letter in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law;  (vi) a material, adverse change in your title, authority, duties, or responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law) taking into account the Company's size, status as a public company, and capitalization as of the date of this Agreement; or (viii) a material adverse change in the reporting structure applicable to you.

 

You cannot terminate your employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 20 days of the initial existence of such grounds and the Company has had at least 20 days from the date on which such notice is provided to cure such circumstances. If you do not terminate your employment for Good Reason within 30 days after the first occurrence of the applicable grounds, then you will be deemed to have waived your right to terminate for Good Reason with respect to such grounds.

 

“Good Cause” means (i) the commission of, or being charged with, a felony or other crime involving moral turpitude, which could reasonably be expected to have a material adverse effect on the Company or your ability to perform your duties, as determined in the reasonable discretion of the Board, (ii) the commission of fraud, embezzlement or other deliberate act or omission involving dishonesty, insubordination or exceeding your authority with respect to the Company or any of its subsidiaries, the specific nature of which shall be set forth in a written notice by the Company to you, (iii) your use of alcohol or illegal drugs that may have a material adverse effect on your ability to perform your duties, responsibilities and functions (iv) your failure to perform your duties and responsibilities, which failure is not cured to the Board of Directors' reasonable satisfaction within thirty (30) days after written notice thereof to you setting forth in reasonable detail the nature of such failure and the action required to cure such failure, (v) gross negligence or willful misconduct in the management of the Company or any of its subsidiaries, (vi) intentionally causing the Company or any of its subsidiaries to violate a local, state or federal law in any respect, (vii) misappropriation of one or more of the Company's or its subsidiaries assets or business opportunities, or (viii) misrepresentation to or concealment of material information from the Board or the Chief Executive Officer which, if capable of being cured, is not cured to the Board's reasonable satisfaction within thirty (30) days after written notice thereof to you.

 

 

 

 

Notwithstanding the forgoing and subject to your rights to the Salary Continuation Period, you understand and agree your employment with the Company is as an employee at-will, and that you may resign, or the Company may terminate your employment, at any time, for any or for no reason, with or without cause, good cause, warning, or notice. To be eligible to receive payments during the Salary Continuation Period pursuant to this letter, you shall be required to execute and deliver to the Company, and not revoked (if applicable law requires that you be permitted to revoke) a separate general release of all claims in favor of the Company and its affiliates in a form acceptable to the Company.

 

Non-solicitation and Confidential Information

 

As a condition of your employment, you will agree that for a period of two (2) years following termination of your employment, you will not directly or indirectly (i) induce or attempt to induce any employee of the Company or its subsidiaries, divisions and affiliates to leave the employ of the Company, subsidiaries, divisions and affiliates, (ii) hire any person who was an employee of the Company or its subsidiaries, divisions and affiliates at the time of your employment or six (6) months prior thereto, or (iii) interfere with the Company's relationship with any of its current customers, suppliers, subcontractors or vendors, as well as any potential customers with which the Company has initiated negotiations.

 

You further recognize and acknowledge that the information, observations and data (including trade secrets and information regarding potential acquisitions by the Company), obtained by you while employed by the Company (hereinafter called "Confidential Information") are the property of the Company. In addition, except as required by law or court order, you will not, during or after your term of employment, disclose to any unauthorized person or use for your own purposes any of the Confidential Information without the prior written consent of the Board of Directors of the Company, unless and to the extent such Confidential Information becomes generally known to and available for use by the public other than as a result of your acts or omissions.

 

Jayme, we are very excited to have you join our team and about the prospects for the business as we move the Company forward.

 

Should you find the above acceptable, please sign where indicated below.

 

 

 

 

Very truly yours,

 

/s/ Charles A. Bacon, III

 

Charles A. Bacon, III
President and CEO
Limbach Holdings, LLC

 

AGREE AND ACCEPT:

 

/s/ Jayme Brooks

 

Jayme Brooks

Date: September 29, 2019

 

 

 

EX-99.1 3 tv530290_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

LIMBACH HOLDINGS ANNOUNCES APPOINTMENT OF

NEW CHIEF FINANCIAL OFFICER

 

Former Capstone Turbine Corporation Executive Jayme Brooks Joins Limbach

as of October 1, 2019


PITTSBURGH, PA, -- September 30, 2019 -- Limbach Holdings, Inc. (NASDAQ: LMB) (“Limbach” or the “Company”) today announced the appointment of Mrs. Jayme Brooks as Executive Vice President and Chief Financial Officer, effective October 1, 2019.

 

Mrs. Brooks replaces Mr. John Jordan and will report directly to Chief Executive Officer Charlie Bacon while also serving as a member of the Executive Committee. She will be responsible for overseeing all financial aspects of the company, including financial planning and analysis, accounting and financial reporting, as well as managing the tax, internal audit, and treasury functions.

 

Mrs. Brooks commented, “I am delighted to join Limbach at this exciting time. I believe the potential for growth and shareholder value creation is excellent given Limbach’s growing service segment, historic highs for backlog and overall business expansion. I look forward to partnering with the experienced executive team to realize the vision of Limbach becoming the 1st Choice integrated building systems firm in the United States.”

 

CEO Charlie Bacon added, “We are excited to have Jayme join Limbach. With her extensive public company experience as the Chief Financial Officer, as well as the Chief Accounting Officer of her previous firm, our Board of Directors and Management believe we have selected the right person to be front and center with me and our other senior executives, as we execute our growth plan. She has extensive experience in cash optimization, controlling expenses and leading efforts to raise capital. John will be staying on for a short transition period to assist Jayme in her new role. I also want to acknowledge John for being a great team player. He was instrumental in helping us take Limbach public and worked through some challenging periods moving from being a private enterprise to the public market. He is a true professional.”

 

Mrs. Brooks previously held a number of positions at Capstone Turbine Corporation (“Capstone”), most recently serving as Executive Vice President and Chief Financial Officer. She joined Capstone in September 2005 and, in addition to her most recent position, she served in various roles including: Chief Financial Officer and Chief Accounting Officer (April 2015 to September 2019). Vice President of Finance and Chief Accounting Officer (November 2008 to April 2015), Vice President of Financial Planning and Analysis (February 2008 to November 2008), and Director of Financial Reporting (September 2005 to February 2008). Prior to joining Capstone, Mrs. Brooks was Vice President and Controller of Computer Patent Annuities North America LLC, a company providing solutions for intellectual property management, including renewal services, software tools and portfolio management. Mrs. Brooks holds a Bachelor of Arts degree in Business Economics from the University of California at Santa Barbara and a Master of Business Administration degree from the Fuqua School of Business at Duke University. Mrs. Brooks is a Certified Public Accountant (active) licensed in California and a member of Financial Executives International.

 

 

 

 

About Limbach:

Founded in 1901, Limbach is the 9th largest mechanical systems solutions firm in the United States as determined by Engineering News Record. Limbach provides building infrastructure services, with an expertise in the design, installation and maintenance of HVAC and mechanical, electrical, and plumbing systems for a diversified group of commercial and institutional building owners. Limbach employs more than 1,700 employees in 14 offices throughout the United States. The Company’s full life-cycle capabilities, from concept design and engineering through system commissioning and recurring 24/7 service and maintenance, position Limbach as a value-added and essential partner for building owners, construction managers, general contractors and energy service companies.

 

Forward-Looking Statements

We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements related to expected revenue and other benefits from new project wins. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release.

 

For Investor Relations, contact:

 

The Equity Group Inc.

Jeremy Hellman, CFA

Senior Associate

(212) 836-9626 / jhellman@equityny.com

 

 

 

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