SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2020
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in
|(State or other jurisdiction of
incorporation or organization)
1020 West Park Avenue
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (765) 456-6000
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|
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))|
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 May 1, 2020, Mr. William P. Wall resigned from his position as a member of the Board of Directors of Haynes International, Inc. (the “Company”) and from all of its committees, which resignation was effective on that date. Mr. Wall’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices. A copy of Mr. Wall’s resignation letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Effective upon Mr. Wall’s resignation as a director, the size of the Company’s Board of Directors was reduced from six to five Directors.
|Item 9.01.||Financial Statement and Exhibits|
|99.1||Resignation letter of William P. Wall|
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: May 6, 2020||By:||/s/ Janice Gunst|
|Vice President – General Counsel|
May 1, 2020
Chairman of the Board
Inc. 1020 W. Park Ave.
I am writing to inform you that I hereby resign from the Board of Directors of Haynes International, Inc. effective today. I have accepted a position with Fidelity Management & Research Company that will require all of my attention and thus I will not be able to continue to serve as a director of Haynes. It has been a great pleasure to work with you, our fellow board members, and Haynes’s management team led by Michael Shor. I wish you and the team the very best in the future.
/s/ William P. Wall
William P. Wall
Cc: Michael Shor, CEO