UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact Name of Registrant as Specified in Its Charter)
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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. ☐
Section 5 – Corporate Governance and Management
Item 5.02(b) and (c) – Departure of Directors or Certain Officers; Appointment of Certain Officers;
On February 22, 2021, Escalade, Incorporated (“Escalade” or the “Company”) announced that Scott J. Sincerbeaux, its President and Chief Executive Officer had resigned from all of his positions with Escalade, including as Chief Executive Officer and President and as a director, on terms being mutually agreed upon by the Company and Mr. Sincerbeaux, effective February 19, 2021.
Also on February 19, 2021, the Board of Directors of Escalade appointed Walter P. Glazer, Jr. as Escalade’s Interim Chief Executive Officer and President effective immediately. Mr. Glazer, age 62, has served as a director at Escalade since 2015 and has served as Chairman of the Board of Directors at Escalade since May of 2018, and he will continue in that role in addition to being Chief Executive Officer and President. Mr. Glazer has served as Chief Executive Officer with Speedball Art Products Company since 1997. Mr. Glazer has no family relationship with any other executive officer or director of Escalade. Mr. Glazer has not been involved in any related party transaction with Escalade.
| Item 8.01 | Other Events. |
On February 22, 2021, the Company issued a press release announcing that Scott J. Sincerbeaux, the Company’s President and Chief Executive Officer, has resigned from the Company and Walter P. Glazer, Jr., has been named as his interim replacement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated February 22, 2021 | |
| 104 | Cover Page Interactive Data File, formatted Inline Extensible Business Reporting Language (iXBRL) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 22, 2021 | ESCALADE, INCORPORATED | |||||
| By: /s/ Stephen R. Wawrin | ||||||
| Stephen R. Wawrin, Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
PRESS RELEASE
ESCALADE ANNOUNCES EXECUTIVE MANAGEMENT CHANGE
Evansville, IN (February 22, 2021) Escalade, Inc. (NASDAQ: ESCA) announced today that the Escalade Board of Directors appointed Walter P. Glazer, Jr. as Escalade’s Interim Chief Executive Officer and President effective as of February 19, 2021. Mr. Glazer replaced Scott J. Sincerbeaux, who resigned from all of his positions with Escalade, including as Chief Executive Officer and President, and as a director, on terms being mutually agreed upon between the Company and Mr. Sincerbeaux.
Mr. Glazer, age 62, has served as a director at Escalade since 2015 and as Chairman of the Board of Directors since May 2018. Mr. Glazer will continue to serve as Chairman. Mr. Glazer has also served as the Chief Executive Officer of Speedball Art Products Company since 1997.
“We thank Scott for his service and appreciate the passion and energy he brought to Escalade. As Scott looks forward to spending more time with his family, we wish him the best in all future endeavors,” Mr. Glazer said. “Escalade’s strong financial performance this past year demonstrates the opportunity for our company to continue to build on its success while not only investing in our growing lines of business and talented global team, but also sustaining our strong corporate culture. We will soon begin a search process to identify a permanent CEO to guide us in this exciting new phase of our growth.”
Escalade is a leading manufacturer and marketer of sporting goods products sold worldwide. To obtain more information on the Company and its products, visit our website at: www.EscaladeInc.com or contact Patrick Griffin, Vice President of Corporate Development & Investor Relations at 812/467-1358.
ABOUT ESCALADE SPORTS
Headquartered in Evansville, IN, Escalade Sports is a global manufacturer and distributor of sports and outdoor recreational equipment. Leaders in their respective categories, Escalade Sports’ brands include Bear® Archery, Bear X™, Trophy Ridge®, Rocket®, SIK® and Cajun Bowfishing™ archery equipment; STIGA® and Ping-Pong® table tennis; Accudart® and Unicorn® darting; RAVE Sports® water recreation products; Atomic®, Victory Tailgate®, Triumph™ Sports, Viva Sol®, Zume Games® recreational games; DURA® and Onix® pickleball equipment; Goalrilla™, Goalsetter® residential in-ground basketball systems, Goaliath® and Silverback® residential in-ground and portable basketball goals; Lifeline® and the STEP® fitness products; Woodplay® premium playsets; American Heritage Billiards®- premium billiards and game room assortment; and Cue&Case® - a leader in specialty billiard accessories. Escalade Sports’ products are available at sporting goods dealers and independent retailers nationwide. For more information on Escalade Sports, its brands, instruction manuals, retailers, warranty, replacement parts or customer service, please call 1-888-784-4288 or visit www.escaladesports.com
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; Escalade’s plans and expectations surrounding the transition to its new Interim Chief Executive Officer and all potential related effects and consequences; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to achieve its business objectives, especially with respect to its Sporting Goods business on which it has chosen to focus;
Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; the ability to develop and implement our own direct to consumer e-commerce distribution channel; the ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; Escalade’s ability to obtain financing and to maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; risks related to data security of privacy breaches; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission. Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this press release.
Document and Entity Information |
Feb. 19, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ESCALADE INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000033488 |
| Document Type | 8-K |
| Document Period End Date | Feb. 19, 2021 |
| Entity Incorporation State Country Code | IN |
| Entity File Number | 0-6966 |
| Entity Tax Identification Number | 13-2739290 |
| Entity Address, Address Line One | 817 Maxwell Avenue |
| Entity Address, City or Town | Evansville |
| Entity Address, State or Province | IN |
| Entity Address, Postal Zip Code | 47711 |
| City Area Code | (812) |
| Local Phone Number | 467-1358 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, No Par Value |
| Trading Symbol | ESCA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |