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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2005
KATY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-05558 75--1277589
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
765 Straits Turnpike
Middlebury, Connecticut 06762
(Address of principal executive offices) (Zip Code)
(203) 598-0397
(Registrant's 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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 24, 2005, the Board of Directors of Katy Industries, Inc. (the
"Board") announced the appointment of Anthony T. Castor, III as President and
Chief Executive Officer, effective June 1, 2005. Mr. Castor was also appointed
as a member of the Board, also effective June 1, 2005.
The Compensation Committee of the Board approved a compensation package
for Mr. Castor which includes a base salary of $525,000 with a target incentive
bonus of 70% of his base salary. For 2005 only, half ($183,750) of Mr. Castor's
target incentive bonus will be guaranteed. Mr. Castor was also granted 750,000
options with an exercise price of $3.59 to purchase common stock of the Company,
vesting in 3 annual installments. Mr. Castor will be entitled to additional
options (such that his total options do not exceed 5% of the Company's diluted
common equity) if the Company's 15% Convertible Preferred Stock is converted to
common stock by the holder. These additional options would have an exercise
price at the greater of a) $6.00 or b) the Company's common stock price at the
time the 15% Convertible Preferred Stock is converted by the holder. In
addition, Mr. Castor will be covered under a split dollar life insurance policy.
The Company expects to enter into an employment agreement with Mr. Castor
containing these terms.
Mr. Castor, 53, has been a director of Super Vision International, a
company engaged in the design, manufacture, marketing, and sale of fiber optic
lighting systems and components, since October 2004 and previously served as a
director of Super Vision International from 1996 through 2003. Mr. Castor is
currently an independent consultant. From 2003 until April 2005, Mr. Castor was
the President and Chief Executive Officer of Chromalox, Inc., a manufacturer of
electric heating products located in Pittsburgh, Pennsylvania. From 2002 to
2003, Mr. Castor was an independent consultant. From 2000 to 2002, Mr. Castor
served as President, Chief Executive Officer and a Director of the Morgan Group,
Inc., a specialty transportation company. Mr. Castor joined the Morgan Group in
a turnaround capacity and during his tenure the primary assets of the company
were divested prior to liquidating the remaining assets of the company. The
Morgan Group filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in 2002. From 1998 until 2000, Mr. Castor served as President
and Chief Executive Officer of Precision Industrial Corporation, a worldwide
supplier of capital equipment for processing metal.
The Board also announced the retirement of C. Michael Jacobi, the current
President and Chief Executive Officer of Katy, effective May 31, 2005. Mr.
Jacobi resigned as a member of the Board, also effective as of May 31, 2005. He
will continue with the Company in a consulting capacity.
A press release relating these events is being furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press release issued by Katy Industries, Inc. on May 24,
2005.
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.
KATY INDUSTRIES, INC.
(Registrant)
By: /s/ Amir Rosenthal
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Amir Rosenthal
Vice President, Chief Financial Officer,
General Counsel and Secretary
Date: May 31, 2005
Exhibits
Exhibit No. Description
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99.1 Press release issued by Katy Industries, Inc. on May 24, 2005.