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
February 8, 2006
Date of report (Date of earliest event reported)
Hawkins, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota |
|
0-7647 |
|
41-0771293 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification |
|
|
|
|
|
3100 East Hennepin Ave. Minneapolis, MN |
|
|
|
55413 |
(Address of principal executive offices) |
|
|
|
(Zip Code) |
Telephone Number: 612-331-6910
(Registrants Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On February 8, 2006, the Board of Directors (the Board) of Hawkins, Inc. (the Company) elected Eapen Chacko to the Board and appointed Mr. Chacko to serve on the Audit Committee and the Compensation Committee. The Company issued a press release on February 13, 2006 announcing Mr. Chackos election to the Board, a copy of which is furnished herewith as Exhibit 99 hereto and is incorporated herein by reference.
The Board also formalized its policy for compensating non-employee directors elected at any time following the Companys annual meeting of shareholders. Such a director will be compensated for his or her partial year of service as follows: (i) a non-employee director elected on or before the Board meeting held with respect to the Companys first fiscal quarter will receive 100% of the compensation he or she would have received for a full year of service; (ii) a non-employee director elected on or before the Board meeting held with respect to the Companys second fiscal quarter but after the Board meeting held with respect to the Companys first fiscal quarter will receive 75% of the compensation he or she would have received for a full year of service; (iii) a non-employee director elected on or before the Board meeting held with respect to the Companys third fiscal quarter but after the Board meeting held with respect to the Companys second fiscal quarter will receive 50% of the compensation he or she would have received for a full year of service; and (iv) a non-employee director elected on or before the meeting held with respect to the Companys fourth fiscal quarter but after the Board meeting held with respect to the Companys third fiscal quarter will receive 25% of the compensation he or she would have received for a full year of service. An employee director who becomes a non-employee director by virtue of his or her resignation from employment with the Company will be compensated on a prorated basis for the months he or she served on the Board after his or her resignation from employment.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit
99 Press Release dated February 13, 2006
2
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.
Date: February 13, 2006 |
HAWKINS, INC. |
||
|
|
||
|
|
||
|
By |
/s/ Marvin E. Dee |
|
|
|
Marvin E. Dee |
|
|
|
Vice President, Chief Financial Officer, |
|
|
|
Secretary and Treasurer |
3
Exhibit 99
FOR IMMEDIATE RELEASE |
|
Contacts: |
|
Marvin E. Dee |
|
|
|
|
Chief Financial Officer |
February 13, 2006 |
|
|
|
612/617-8571 |
Hawkins, Inc. |
|
|
|
marvin.dee@HawkinsInc.com |
3100 East Hennepin Avenue |
|
|
|
|
Minneapolis, MN 55413 |
|
|
|
Jennifer A. Weichert |
|
|
|
|
Weichert Financial Relations, Inc. |
|
|
|
|
651/686-9751 |
|
|
|
|
JWeichert@Comcast.net |
Minneapolis, MN, February 13, 2006 Hawkins, Inc. (Nasdaq: HWKN) today announced that its Board of Directors (the Board) has elected Eapen Chacko to the Board and appointed him to serve on the Audit Committee and the Compensation Committee effective February 8, 2006. Mr. Chacko is the former Vice President and Chief Financial Officer of Possis Medical, Inc. The Board now consists of nine directors.
Hawkins, Inc. is a highly focused regional company, which provides a full range of bulk industrial products complemented with the technical competence and ingenuity to formulate and blend specialty chemicals. The Company sells and services related products and equipment to safely dispense chemicals in highly controlled environments.
The industries in which Hawkins customers participate include chemical processing, electronics, energy, environmental services, food processing, metal finishing, pharmaceutical, medical devices, pulp and paper, and water treatment.
The Company strives to operate in concert with the environment. Its products and services are geared to improve the environment and insure the safe handling of chemicals.
Hawkins is headquartered in Minneapolis, Minnesota. The Company operates fifteen facilities in Iowa, Illinois, Minnesota, Montana, Nebraska, South and North Dakota and Wisconsin and services customers in Upper Michigan, Kansas and Wyoming as well.
The discussion above contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements by their nature involve substantial risks and uncertainties as described by Hawkins periodic filings. Actual results may differ materially depending on a variety of factors, including, but not limited to the following: the achievement of Hawkins projected operating results, the achievement of efficient volume production and related sales revenue, the ability of Hawkins to identify and successfully pursue other business opportunities, and the effectiveness of Hawkins internal controls. Additional information with respect to the risks and uncertainties faced by Hawkins may be found in, and the prior discussion is qualified in its entirety by, the Risk Factors contained in the Companys filings with the Securities and Exchange Commission including Hawkins Report on Form 10-K for the period ended April 3, 2005, Forms 10-Q, and other SEC filings.
# # # #