UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 5, 2006
Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-15461 | 73-1352174 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 10701 E. Ute Street | ||
| Tulsa, Oklahoma | 74116 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
918-838-8822
(Registrant’s Telephone Number, Including Area Code)
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)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(b) On October 5, 2006, Matrix Service Company (the “Company”) issued a press release announcing that Michael J. Hall, its interim President and Chief Executive Officer, will resign that office effective upon the appointment of his successor to that office in early November 2006. Mr. Hall will continue to serve on the Company’s Board of Directors, and, as of the effective date of his resignation as President and Chief Executive Officer, will succeed Mr. I. Edgar Hendrix as Chairman of the Board of Directors.
(c) In the October 5, 2006 press release, the Company also announced the appointment of Michael J. Bradley, 52, as President and Chief Executive Officer of the Company, to be effective in early November 2006. Since August 2005, Mr. Bradley has been president and chief executive officer of DCP Midstream GP, LLC (“Midstream LLC”), and director of that company since November 2005. Since December 2005, in his capacity as president and chief executive officer of Midstream LLC, Mr. Bradley has managed the day-to-day affairs of DCP Midstream Partners, LP (“Midstream LP”). Midstream LP is a publicly traded natural gas and natural gas liquids midstream business whose general partner is DCP Midstream GP, LP. Midstream LLC is the general partner of DCP Midstream GP, LP. Mr. Bradley worked in various capacities for Duke Energy Field Services, LLC (“DEFS”), the company that formed Midstream LP, from 1994 through 2005, including Group Vice President, Gathering and Processing from July 2004, and Executive Vice President, Gathering and Processing of DEFS from April 2002 until July 2004. From 1999 until April 2002, Mr. Bradley was Senior Vice President, Northern Division of DEFS. Mr. Bradley joined DEFS in 1994 and served as Senior Vice President. From February 2003 until March 2005, Mr. Bradley also served as a director of the general partner of TEPPCO Partners, L.P.
Mr. Bradley will receive an annual base salary of $475,000. He will participate in the Executive Incentive Compensation Plan (the “Plan”) for fiscal year 2007, according to terms of the Plan, under which he will be eligible for a target bonus equal to 60% of his base salary with a maximum opportunity of 100% of base salary. For fiscal year 2007, Mr. Bradley will be guaranteed an incentive award of no less than $250,000 and will be credited with a full year’s salary for purposes of calculating 2007 incentive awards, resulting in his opportunity to earn a bonus of up to $475,000 for fiscal year 2007. Mr. Bradley will receive a sign-on bonus of $150,000 and a monthly automobile allowance of $1,673. On the date that Mr. Bradley joins the Company, he will receive options to purchase 170,000 shares of the Company’s common stock in accordance with the Company’s stock incentive plans, with a strike price equal to the closing stock price on that date, and he will be eligible for annual grants of options to purchase 30,000 shares of the Company’s common stock. Mr. Bradley will also receive an award of restricted stock with a value of $1,250,000 on the date that he joins the Company, of which approximately 50% will vest after completion of one year of employment and the remainder will vest in equal installments over the subsequent four year period. If the Company’s 2004 Stock Incentive Plan is not approved by the Company’s stockholders at the 2007 Annual Stockholders Meeting, Mr. Bradley will receive an equivalent award in the form of phantom stock or another cash vehicle. Mr. Bradley will enter into a Change of Control and Severance Agreement when his employment begins.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is filed or furnished herewith:
| Exhibit No. | Description | |
| 99 | Press Release dated October 5, 2006, announcing a new President and Chief Executive Officer | |
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.
| Matrix Service Company | ||||||||
| Dated: October 5, 2006 |
By: | /s/ George L. Austin | ||||||
| George L. Austin Vice President Finance and Chief Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99 | Press Release dated October 5, 2006, announcing a new President and Chief Executive Officer | |
Exhibit 99
FOR IMMEDIATE RELEASE
MATRIX SERVICE COMPANY ANNOUNCES THE APPOINTMENT OF
MICHAEL J. BRADLEY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
TULSA, OK – October 5, 2006 Matrix Service Co. (Nasdaq: MTRX), a leading industrial services company, announced today that Michael J. Bradley will join the company as president and chief executive officer. Mr. Bradley succeeds Michael J. Hall, who has served as acting president and chief executive officer since March 2005.
Mr. Bradley is currently president and chief executive officer of DCP Midstream Partners, LP (NYSE: DPM), a publicly-traded natural gas and natural gas liquids midstream business based in Denver, Colorado. Prior to his current role, from 2002 to 2005, he was group vice president, gathering and processing, for Duke Energy Field Services (DEFS) where he was responsible for managing the natural gas midstream business.
Mr. Hall said, “With his extensive experience in the energy industry, Mike Bradley is well prepared to assume leadership of Matrix Service Company. He brings a demonstrated ability and proven record of success in building, leading and motivating an organization. He has successfully developed and implemented business strategies in a number of different businesses throughout his career.”
Mr. Bradley joined DEFS in 1994 as senior vice president, Commercial. In 1999, he assumed the role of senior vice president, Northern Division, with profit and loss responsibility for the midstream business in the Mid-Continent, Rocky Mountain and Canadian regions. Prior to joining DEFS, he was vice president and general manager of operations for Panhandle Eastern Pipeline. Mr. Bradley has more than 29 years of experience in the energy industry. He earned a Bachelor of Science degree in Civil Engineering from the University of Kansas in 1977 and completed the Executive Management Program in 1993 at Duke University.
Mr. Bradley will relocate from Denver to Tulsa and plans to start in early November. As announced previously, upon Bradley assuming the Matrix Service CEO position, Michael J. Hall, acting president and CEO, will succeed I. Edgar (Ed) Hendrix as chairman of the Board of Directors. Mr. Hendrix will continue to serve on the Board and as chairman of the Audit Committee.
About Matrix Service Company
Matrix Service Company provides general industrial construction and repair and maintenance services principally to the petroleum, petrochemical, power, bulk storage terminal, pipeline and industrial gas industries.
The Company is headquartered in Tulsa, Oklahoma, with regional operating facilities located in Oklahoma, Texas, California, Michigan, Pennsylvania, Illinois, Washington, and Delaware in the U.S. and Canada.
This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate”, “continues”, “expect”, “forecast”, “outlook”, “believe”, “estimate”, “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including those identified in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company’s operations and its financial condition. We undertake no obligation to update information contained in this release.
For more information, please contact:
Matrix Service Company
Les Austin, Vice President Finance and CFO
T: +1-918-838-8822
E: laustin@matrixservice.com
Investors and Financial Media:
Trúc Nguyen, Deputy Managing Director
The Global Consulting Group
T: +1-646-284-9418
E: tnguyen@hfgcg.com
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