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 28, 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 Certain Officers Compensatory Arrangement of Certain Officers. |
(c) On April 28, 2008, Matrix Service Company (the “Company”) issued a press release announcing the appointment of Joseph F. Montalbano, age 58, as vice president and chief operating officer of the Company, to be effective mid May 2008. Mr. Montalbano most recently served as senior vice president-senior project director, energy sector of Black & Veatch, where he was responsible for all construction projects under his direction since 2002. Prior to working at Black & Veatch, Mr. Montalbano served numerous project management roles with Washington Group International from 1972 to 2002. Mr. Montalbano earned Bachelor of Science in Electrical Engineering and Masters of Science in Electrical Engineering degrees from Polytechnic Institute of Brooklyn. Mr. Montalbano also earned a Masters in Business Administration from New York Institute of Technology and is registered as a Professional Engineer in multiple states.
Mr. Montalbano will receive an annual base salary of $350,000. For fiscal year 2008, Mr. Montalbano 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. For fiscal years 2009 and 2010, Mr. Montalbano will be guaranteed incentive awards of no less than target. Mr. Montalbano will receive a sign-on bonus of $100,000. On the date that Mr. Montalbano joins the Company, he will receive an award of restricted stock with a value of $700,000, 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. Montalbano 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 28, 2008, announcing a new vice president and chief operating 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 28, 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 28, 2008, announcing a new vice president and chief operating officer |
Exhibit 99
FOR IMMEDIATE RELEASE
JOSEPH F. MONTALBANO APPOINTED CHIEF OPERATING OFFICER OF
MATRIX SERVICE COMPANY
TULSA, OK – April 28, 2008 — Matrix Service Co. (Nasdaq: MTRX), a leading industrial services company, announced today that Joseph F. Montalbano will join the company as vice president and chief operating officer in May 2008. Mr. Montalbano will report to Chief Executive Officer Michael Bradley and will be responsible for providing strategic leadership and management direction for all operating activities of Matrix Service.
Mr. Bradley said, “Joseph Montalbano has extensive engineering and construction experience in the global energy market including the power, petroleum and petrochemical industries. I believe his experience will help Matrix Service capitalize on the excellent opportunities before us, continue to improve our operating results, and achieve our strategic objectives.”
Mr. Montalbano most recently served as senior vice president-senior project director energy sector of Black & Veatch, where he was responsible for all construction projects under his direction since 2002. Prior to working at Black & Veatch from 1972 to 2002, Mr. Montalbano served numerous project management roles with a national construction firm serving the energy sector.
“I am excited to be joining Matrix Service and look forward to working with the rest of Matrix Service’s management team and employees as we continue to strive for growth and improved operating results,” Montalbano said.
Mr. Montalbano holds Bachelor of Science in Electrical Engineering and Masters of Science in Electrical Engineering degrees from Polytechnic Institute of Brooklyn. He also earned a Masters in Business Administration from New York Institute of Technology and is registered as a Professional Engineer in multiple states.
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
# # #