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): March 17, 2020

LYDALL, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 1-7665

Delaware	06-0865505
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Colonial Road, Manchester, Connecticut	06042
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (860) 646-1233

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)) 

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, $0.01 par value	LDL	New York Stock Exchange

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 ¨

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 New Principal Accounting Officer

On March 17, 2020, the Board of Directors of Lydall, Inc. (“Lydall” or the “Company”) appointed John J. Tedone to the position of Vice President, Finance and Chief Accounting Officer of the Company, effective upon the commencement of his employment with Lydall, which will be on or about May 4, 2020 (“Start Date”). As previously disclosed in a Form 8-K filed on January 24, 2020, James V. Laughlan, Vice President and Chief Accounting Officer and the principal accounting officer of the Company, gave notice of his resignation of employment with the Company, effective February 28, 2020, to pursue another opportunity.

Mr. Tedone, age 55, will be joining Lydall from his position as Vice President, Finance and Chief Accounting Officer of Kaman Corporation (“Kaman”), a diversified company that conducts business in the aerospace, medical and industrial markets (NYSE: KAMN). Mr. Tedone joined Kaman in November 2004 as Assistant Vice President, Internal Audit and was promoted to Vice President, Internal Audit in 2006. He transitioned to Vice President, Finance and Chief Accounting Officer in April 2007.

Mr. Tedone will be entitled to receive the following compensation and benefits from the Company: (i) an annual base salary of $265,000; (ii) eligibility to participate in the Company’s Annual Incentive Performance Program at 40% of his actual paid base salary in accordance with the terms and conditions of the program; (iii) the grant of long-term incentive stock estimated at a value of $175,000 split equally between shares of performance-based restricted stock covering that number of shares of the Company’s common stock equal to $87,500 as of the close of market on his Start Date and non-qualified stock options covering that number of shares of the Company’s common stock equal to $87,500, on a Black-Scholes basis, as of the close of market on his Start Date; (iv) a monthly car allowance of $690 and accompanying gas card; and (v) other benefits received by similarly situated employees. The performance-based restricted stock award and the non-qualified option grant will be granted on the close of business of Mr. Tedone’s Start Date under the Lydall 2012 Stock Incentive Plan.

In connection with his appointment, the Company and Mr. Tedone will enter into an agreement, effective as of his Start Date (in substantially the form provided to the Company’s other executive officers), specifying the termination benefits to which Mr. Tedone will be entitled in the event that his employment is terminated by the Company without cause. These termination benefits include one year of salary, bonus (calculated as the average over three prior years) and reimbursement of health insurance premiums. If the termination occurs within 18 months following a change in control, or if Mr. Tedone terminates his employment for good reason (as defined in the agreement) within 18 months following a change in control, his termination benefits will be increased to two years of salary, bonus and reimbursement of health insurance premiums, plus accelerated vesting of his equity awards and a prorated portion of his cash target bonus for the year of termination. The Company’s obligation to provide these termination benefits to Mr. Tedone is subject to his execution without revocation of a valid release in substantially the form attached to the agreement. A copy of the agreement, once executed, will be filed as an exhibit to the Company’s next periodic report.

There are no arrangements or understandings between Mr. Tedone and any other person pursuant to which he was appointed to his positions, and Mr. Tedone is not related to any executive officer or director of the Company. Mr. Tedone has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure

Due to the substantial cessation of North American automotive manufacturing resulting from the impacts of COVID-19, the Company has announced the ramp-down of four manufacturing sites in its Thermal Acoustical Solutions segment and commenced a layoff of approximately 1,000 employees at those sites, effective March 20, 2020. The Company’s press release regarding this announcement is included as an exhibit to this Current Report and incorporated by reference in this Item 7.01.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release, dated March 20, 2020

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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.

	LYDALL, INC.
March 20, 2020	By:	/s/ CHAD A. McDANIEL
		Chad A. McDaniel
		Executive Vice President, General Counsel and Chief Administrative Officer

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EX-99.1

Exhibit 99.1

Lydall, Inc.	Telephone  860-646-1233
One Colonial Road	Facsimile  860-646-4917
Manchester, CT 06042-2307	www.lydall.com

  specialty engineered products and materials

NewsRelease

Lydall Provides COVID-19-Related Business Update

Announces Ramp-down of its Automotive Facilities

MANCHESTER, CT – March 20, 2020 – LYDALL, INC. (NYSE: LDL) today announced the ramp-down of its manufacturing facilities in Hamptonville and Yadkinville, North Carolina; Meinerzhagen, Germany; and St. Nazaire, France in response to a number of Lydall’s largest automotive OEM customers having temporarily ceased operations due to the impact of the COVID-19 (coronavirus) pandemic on the global economy. As a result of these actions and a government-mandated shutdown in Pennsylvania, more than 500 U.S. employees will be laid off and nearly 500 employees in Europe have been asked to stay home.

“The decision to ramp-down production at these facilities was not made lightly,” said Sara A. Greenstein, Lydall’s President and Chief Executive Officer. “It was driven by a sharp and immediate decrease in customer demand from the automotive industry and was necessary for the sustainability of our business.”

Lydall is offering support and resources to the employees affected by these actions, including guidance on receiving unemployment or other social benefits.

“Although we are dealing with an unprecedented event in terms of size, scope and scale, we are cautiously optimistic that this is a short-term crisis from which we will recover,” Ms. Greenstein added. “While we are quickly responding to the change in demand of our automotive customers, other parts of our business remain stable. Our China operations for all three business segments are seeing an increase in orders and a majority of our employees are back at work.

“To ensure adequate liquidity, we have contingency plans in place, are focused on minimizing operational expenses, strong working capital management and have drawn $20 million on our existing credit facility. We are confident that by making these tough and necessary decisions early on we are better positioned to navigate further uncertainties and business disruptions caused by COVID-19."

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact, including statements about the expected impact of the coronavirus on the Company's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

These forward-looking statements speak only as of the date of this press release, and Lydall does not assume any obligation to update or revise any forward-looking statement made in this press release or that may from time to time be made by or on behalf of the Company.

Lydall, Inc. is a New York Stock Exchange listed company, headquartered in Manchester, Connecticut with global manufacturing operations producing specialty engineered products for the thermal/acoustical and filtration/separation markets. For more information, visit http://www.lydall.com. is a registered trademark of Lydall, Inc. in the U.S. and other countries.

# # #

For further information:

Brendan Moynihan

Vice President, Financial Planning
and Investor Relations

Telephone 86-646-1233

Facsimile 860-646-4917

info@lydall.com

www.lydall.com

XML

Cover	Mar. 17, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 17, 2020
Entity File Number	1-7665
Entity Registrant Name	LYDALL, INC.
Entity Central Index Key	0000060977
Entity Tax Identification Number	06-0865505
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Colonial Road
Entity Address, City or Town	Manchester
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06042
City Area Code	860
Local Phone Number	646-1233
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	LDL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false