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) April 7, 2008
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. |
(c) On April 8, 2008, Matrix Service Company (the “Company”) issued a press release announcing the appointment of Thomas E. Long, as Vice President and Chief Financial Officer of the Company, to be effective in early May 2008. Mr. Long most recently served as Vice President and CFO of DCP Midstream Partners, LP, where he was responsible for all financial aspects of this publicly traded natural gas and natural gas liquids midstream business since its formation in December 2005. From 2004 to 2005, Mr. Long served as Executive Vice President of National Methanol Company, a Duke Energy Corporation chemical joint venture in Saudi Arabia. From 2000 to 2004, Mr. Long served as Vice President and Treasurer of Duke Energy Field Services. Prior to 2000, Mr. Long served in several executive positions with subsidiaries of Duke Energy Corporation and PanEnergy Corporation. Mr. Long graduated from Lamar University with a Bachelor of Accounting degree. Mr. Long is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Mr. Long will receive an annual base salary of $300,000. For fiscal year 2008, Mr. Long will not participate in the Executive Incentive Plan (the “Plan”), but he will participate in the “Plan” beginning with the 2009 fiscal year, according to terms of the Plan, under which he will be eligible for a target bonus equal to 50% of his base salary with a maximum opportunity of 75% of base salary. Mr. Long will receive a sign-on bonus of $100,000. On the date that Mr. Long joins the Company, he will receive an award of restricted stock with a value of $850,000, 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. Mr. Long 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 April 7, 2008, announcing a new Vice President and Chief Financial 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: April 8, 2008 | By: | /s/ Kevin S. Cavanah | ||
| Kevin S. Cavanah | ||||
| Vice President – Accounting & Financial Reporting and Principal Accounting Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Press Release dated April 7, 2008, announcing a new Vice President and Chief Financial Officer |
Exhibit 99
FOR IMMEDIATE RELEASE
MATRIX SERVICE APPOINTS THOMAS E. LONG AS CHIEF FINANCIAL OFFICER
TULSA, OK – April 7, 2008 — Matrix Service Co. (Nasdaq: MTRX), a leading industrial services company, announced today that Thomas E. Long will join the company as vice president and chief financial officer in early May 2008. Mr. Long succeeds Les Austin in the post.
Mr. Long will be responsible for providing strategic leadership and management direction for all financial aspects of Matrix Service. He reports to Chief Executive Officer Michael Bradley.
Mr. Bradley said, “With his extensive financial and business background in the energy industry, Tom Long has the understanding and broad experience that will help Matrix Service capitalize on its strong growth opportunities. I have known Tom for some time and am confident that he has the financial acumen and leadership capabilities to be successful at Matrix.”
Mr. Long was most recently vice president and CFO of DCP Midstream Partners, LP, Denver, where he was responsible for all financial aspects of this publicly traded natural gas and natural gas liquids midstream business since its formation in December 2005. From 1998 to 2005, Mr. Long served in several executive positions with subsidiaries of Duke Energy Corp., Charlotte, NC, one of the nation’s largest electric power companies.
During his tenure at Duke Energy, Mr. Long served as vice president and CFO of its publicly owned power company in Ecuador; vice president and treasurer of Duke Energy Field Services, Denver; and executive vice president of National Methanol Company, a Duke Energy Corp. chemical joint-venture in Saudi Arabia.
“This is a great time to be joining Matrix Service. The market dynamics are strong and the company is well positioned to take advantage of current energy conditions,” Long said.
Starting in 1991, Mr. Long held financial management positions at PanEnergy Corp., Houston. He began his career in 1979 at Texas Eastern Corp., Houston.
A CPA, Mr. Long has a B.A. in accounting from Lamar University, Beaumont, TX.
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:
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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