Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, effective April 16, 2020, the base salary of Michael P.
Bauer, Chief Executive Officer, was reduced by 25% and the base salaries of the
other executive officers were reduced by 20%. The foregoing compensation
reductions were originally intended to continue through and until September 30,
2020. On July 22, 2020, the Compensation Committee of the Board of Directors
approved extending the duration of these temporary salary reductions through and
until December 31, 2020.
Item 7.01 Regulation FD Disclosure
On July 24, 2020, the Company announced additional actions to further control
costs and align its resources to current and expected demand for its products.
Effective August 1, the Company is reducing the size of its U.S. salaried
workforce. The reductions will affect primarily the U.S. Headquarters and the
Commercial organization, which will collectively be reduced by more than 15%.
The Company does not expect to incur material charges in connection with the
reduction in force.
The Company also updated the following previously announced actions:
• The temporary base salary reductions for U.S. and Canada salaried associates
will be extended through December 31, 2020;
• The temporary suspension of the Company's 401(k) match will be extended
through December 31, 2020; and
• The furloughs of certain U.S. salaried associates will continue through
September.
The Company will continue to evaluate the operating environment and will make
additional adjustments as business conditions warrant.
These actions are separate from the Company's tentative plan to close its
manufacturing facility in Shreveport, Louisiana. The Company continues to
negotiate with the unions representing the Company's employees prior to
finalizing a decision.
The information furnished with this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by reference in such a filing.
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Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements as defined
in Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. Such statements reflect only the Company's best
assessment at this time and are indicated by words or phrases such as "goal,"
"plan," "expects," "believes," "will," "estimates," "anticipates," or similar
phrases. These forward-looking statements include all matters that are not
historical facts. They include statements regarding, among other things, the
Company's intentions, beliefs or current expectations concerning certain
cost-control and resource-alignment measures and the duration and associated
costs of such measures. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Investors are cautioned
that forward-looking statements are not guarantees of future performance and
that our actual results of operations, financial condition and liquidity, and
the development of the industry in which we operate, may differ materially from
these statements. Investors should not place undue reliance on such statements.
Important factors potentially affecting performance include but are not limited
to risks and uncertainties related to the ability to confirm and consummate the
Plan of Reorganization filed with the Bankruptcy Court of the State of Delaware
in connection with the Company's petition for relief under Chapter 11 of the
United States Bankruptcy Code (the "Chapter 11 Cases"); risks attendant to the
bankruptcy process, including our ability to obtain court approvals with respect
to motions filed in the Chapter 11 Cases, the outcomes of court rulings and the
Chapter 11 Cases in general and the length of time that we may be required to
operate in bankruptcy; the effectiveness of the overall restructuring activities
pursuant to the Chapter 11 Cases and any additional strategies that we may
employ to address our liquidity and capital resources; the actions and decisions
of creditors, regulators and other third parties that have an interest in the
Chapter 11 Cases, which may interfere with the ability to confirm and consummate
the Plan of Reorganization; restrictions on us due to the terms of the proposed
debtor in possession financing arrangements entered into in connection with the
bankruptcy process (the "DIP Credit Agreements") and restrictions imposed by the
applicable courts; potential delays in the Chapter 11 Cases due to the effects
of COVID-19; the effects of the Chapter 11 Cases on the Company and on the
interests of various constituents, including holders of the Company's common
stock; other litigation and inherent risks involved in a bankruptcy process;
risks related to the trading of the Company's securities on the OTC Pink
marketplace; the impact of COVID-19 on the global economy, our associates, our
customers and our operations, our high level of indebtedness and the
availability and cost of credit; high interest rates that increase the Company's
borrowing costs or volatility in the financial markets that could constrain
liquidity and credit availability; the inability to achieve savings and profit
improvements at targeted levels in the Company's operations or within the
intended time periods; increased competition from foreign suppliers endeavoring
to sell glass tableware, ceramic dinnerware and metalware in our core markets;
global economic conditions and the related impact on consumer spending levels;
major slowdowns or changes in trends in the retail, travel, restaurant and bar
or entertainment industries, and in the retail and foodservice channels of
distribution generally, that impact demand for our products; inability to meet
the demand for new products; material restructuring charges related to
involuntary employee terminations, facility sales or closures, or other various
restructuring activities; significant increases in per-unit costs for natural
gas, electricity, freight, corrugated packaging, and other purchased materials;
our ability to borrow under the DIP Credit Agreements; protracted work stoppages
related to collective bargaining agreements; increased pension expense
associated with lower returns on pension investments and increased pension
obligations; increased tax expense resulting from changes to tax laws,
regulations and evolving interpretations thereof; devaluations and other major
currency fluctuations relative to the U.S. dollar and the euro that could reduce
the cost competitiveness of the Company's products compared to foreign
competition; the effect of exchange rate changes to the value of the euro, the
Mexican peso, the Chinese renminbi and the Canadian dollar and the earnings and
cash flows of our international operations, expressed under U.S. GAAP; the
effect of high levels of inflation in countries in which we operate or sell our
products; the failure of our investments in e-commerce, new technology and other
capital expenditures to yield expected returns; failure to prevent unauthorized
access, security breaches and cyber-attacks to our information technology
systems; compliance with, or the failure to comply with, legal requirements
relating to health, safety and environmental protection; our failure to protect
our intellectual property; and the inability to effectively integrate future
business we acquire or joint ventures into which we enter. These and other risk
factors that could cause results to differ materially from the forward-looking
statements can be found in the Company's Annual Report on Form 10-K, the
Company's Quarterly Report on Form 10-Q, the Company's other filings with the
Securities and Exchange Commission (the "SEC") and in the Disclosure Statement
filed with the Bankruptcy Court in connection with the Chapter 11 Cases. Refer
to the Company's most recent SEC filings for any updates concerning these and
other risks and uncertainties that may affect the Company's operations and
performance. Any forward-looking statements speak only as of the date of this
Current Report on Form 8-K, and the Company assumes no obligation to update or
revise any forward-looking statement to reflect events or circumstances arising
after the date of this report.
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