SEC Filing Html Data
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
Date of
Report (Date of the earliest event reported)
April
14, 2008
Titanium
Metals Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-14368
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13-5630895
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Effective
April 14, 2008, Dr. Charles H. Entrekin resigned from his position of President
– Global Operations and Chief Operating Officer to pursue other
interests. Dr. Entrekin’s responsibilities will be assumed by the
Company’s President, Bobby D. O’Brien.
The
Company has entered into a consulting agreement with Dr. Entrekin pursuant to
which he will provide professional consulting services as requested by the
Company for a period of twelve months following his resignation. The
consulting agreement provides, in principal part, for a consulting fee of
$550,000, payable semi-monthly, during the twelve-month term of the agreement
and certain non-competition, non-interference, non-disclosure and proprietary
property obligations of Dr. Entrekin. The consulting agreement
replaces the Company’s employment agreement with Dr. Entrekin.
Effective
April 14, 2008, Christopher Armstrong was appointed Executive Vice President -
Strategic Planning and Business Initiatives of the Company. Mr.
Armstrong has served as a consultant to TIMET on strategic planning and business
development matters since November 2007. From 1998 to 2007 Mr.
Armstrong served as a professional in the Corporate Development and Turnaround
Divisions of PricewaterhouseCoopers and FTI Consulting ultimately holding the
position of Senior Managing Director.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Item
No. Exhibit
Index
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10.1
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Consulting
Agreement between Dr. Charles H. Entrekin and the registrant, dated April
14, 2008.
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SIGNATURE
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.
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Titanium
Metals Corporation
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(Registrant)
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By: /s/ Clarence B. Brown III
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Date: April
16, 2008
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Clarence
B. Brown III, Assistant Secretary
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INDEX
TO EXHIBITS
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Item
No.
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Exhibit
Index
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10.1
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Consulting
Agreement between Dr. Charles H. Entrekin and the registrant, dated April
14, 2008.
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[Missing Graphic Reference]
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Titanium
Metals Corporation
Three
Lincoln Centre
5430
LBJ Freeway
Suite
1700
Dallas,
Texas 75240-2697
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Telephone: (972)
233-1700 Telephone Facsimile: (972) 448-1445
April 14,
2008
CONFIDENTIAL
Dr.
Charles H. Entrekin Via
Hand Delivery
150
Foxgayte Lane
Pottstown,
PA 19465
Consulting
Agreement
Dear
Chuck:
In
accordance with our discussions, Titanium Metals Corporation (“TIMET” or the
“Company”) hereby accepts your resignation as President – Global Operations and
Chief Operating Officer of TIMET (and all other titles and positions you have
with TIMET or any of its affiliates) effectively immediately. You will be paid
for your services to TIMET in such capacity through April 15,
2008. This will confirm that TIMET and you have agreed, in exchange
for the consulting agreement provided herein to terminate immediately that
certain Employment Agreement dated January 1, 2007 between you and Titanium
Hearth Technologies, Inc. with no further obligation on either party’s behalf
except as provided herein. Notwithstanding such termination, you agree the
consulting payments provided herein are conditioned upon your agreement to
comply with and remain bound by the provisions contained in Sections 8, 9, 10
and 11 of your Employment Agreement, which shall survive the termination of the
Employment Agreement.
Following
the termination of your employment, you agree to provide professional consulting
services to TIMET on matters as requested by TIMET from time to time during the
term hereof. You will use your best efforts in performing such
services for TIMET. You will be permitted to perform services for
others during the term hereof, including full time employment with another
company, provided that you undertake reasonable efforts to perform services for
TIMET as specifically requested hereunder. It is contemplated that
your services will be provided on an as-needed basis as reasonably requested by
TIMET to assist with the transfer of knowledge that you have gained with TIMET
during your employment by TIMET. Your services hereunder are not
anticipated to require your full time efforts during the term
hereof.
This
agreement shall be for a twelve month term terminating on April 15, 2009. TIMET
will pay you a consulting fee of $550,000 during the term hereof payable in
semi-monthly installments in arrears with the first payment due on April 30,
2008. TIMET will also reimburse you for reasonable, documented
out-of-pocket business expenses in connection with your consulting services
hereunder.
You
may terminate this agreement at any time prior to such date by providing not
less than ten days’ prior written notice to TIMET, in which case you will
forfeit all consulting fees that would otherwise have been paid to you hereunder
after the date of termination (your final payment will be prorated through the
date of termination). This agreement may not be terminated by TIMET
except in the case of material breach by you which remains uncured after thirty
days prior written notice to you at the address listed above.
In
exchange for the payments and benefits provided to you under this letter, you
knowingly, voluntarily, and irrevocably release and forever discharge TIMET and
its officers, directors, shareholders, employees, and affiliates of and from all
actions or causes of action, suits, debts, covenants, contracts, agreements,
promises, obligations, damages, judgments, executions, liabilities, claims for
attorney’s fees and costs or disbursements, and any other claims or demands of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
which you or your heirs, executors, or administrators ever had, now have, or may
have against TIMET and its officers, directors, shareholders, employees and
affiliates.
Sincerely,
/s/Bobby
D. O'Brien, President
Bobby D.
O’Brien, President
/s/Steven
L. Watson, Chief Executive Officer
Steven L.
Watson, Chief Executive Officer
Agreed:
/s/Charles
H. Entrekin
Charles
H. Entrekin