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 earliest event reported): April 7, 2020

 

HAYNES INTERNATIONAL, INC.

(Exact name of registrant as specified in
its charter)

 

Delaware   001-33288   06-1185400
(State or other jurisdiction of
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

1020 West Park Avenue

Kokomo, Indiana

  46904-9013
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (765) 456-6000

 

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 (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

 

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Tile of each class Trading
Symbol
Name of each exchange on which
registered
Common Stock, par value $.001 per share “HAYN” NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 7, 2020, Haynes International, Inc. (the “Company”) announced temporary reductions in the base salaries of its President and Chief Executive Officer, its Vice Presidents and other members of the executive team, including the Company’s named executive officers, and the total cash compensation of its directors, commensurate with the press release attached hereto as Exhibit 99.1.

 

 

 

 

Exhibits

 

99.1Press Release

 

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.

 

  Haynes International, Inc.
   
   
Date: April 7, 2020 By: /s/ Janice Gunst
  Janice Gunst
  Vice President – General Counsel

 

 

 

Exhibit 99.1

 

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE Contact: Daniel Maudlin
    Vice President of Finance and
Chief Financial Officer
    Haynes International, Inc.
    765-456-6102

 

HAYNES INTERNATIONAL, INC. ANNOUNCES TEMPORARY COMPENSATION REDUCTIONS FOR EXECUTIVE OFFICERS AND DIRECTORS

 

KOKOMO, IN, April 7, 2020 – Haynes International, Inc. (NASDAQ GM: HAYN) (the “Company”) a leading developer, manufacturer and marketer of technologically advanced high performance alloys, announced, effective April 6th,, 2020, a temporary 10% reduction in the base salaries of its President and Chief Executive Officer, its Vice Presidents and other members of the executive team, including the Company’s named executive officers. Additionally, the Board of Directors temporarily reduced its total cash compensation by 10%. The reductions were agreed upon by management and the Board of Directors as part of the Company’s measures to mitigate the impact of the COVID-19 pandemic on the Company's business. Further, the Company extended its two-week outage to three weeks, ending at 11:00 p.m. on Sunday, April 12, 2020.

 

 

 

 

About Haynes International

 

Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced, nickel- and cobalt-based high-performance alloys, primarily for use in the aerospace, industrial gas turbine and chemical processing industries.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position, made in this press release are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. The forward-looking information may include, among other information, statements concerning the Company's outlook for fiscal year 2020 and beyond, overall volume and pricing trends, cost reduction strategies and their anticipated results, market and industry trends, capital expenditures and dividends.  There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, without limitation, those risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended September 30, 2019. Actual results may differ materially from those in the forward-looking statements as a result of various factors, many of which are beyond the Company's control.

 

The Company has based these forward-looking statements on its current expectations and projections about future events.  Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect.  Risks and uncertainties may affect the accuracy of forward-looking statements.

 

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.