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): October 14, 2005
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PARAGON TECHNOLOGIES, INC.
(Exact Name of Issuer as Specified in Charter)
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DELAWARE 1-15729 22-1643428
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 KUEBLER ROAD, EASTON, PENNSYLVANIA 18040
(Address of Principal Executive Offices)
(610) 252-3205
(Registrant's Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K 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
This Current Report on Form 8-K is filed by Paragon Technologies, Inc., a
Delaware corporation ("Paragon" or the "Company"), in connection with the
matters described herein.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Mr. Leonard S. Yurkovic has announced that he plans to retire and will resign as
the Company's President and Chief Executive Officer effective as of December 31,
2005. Following his resignation, Mr. Yurkovic will continue to serve as a
Director of the Company. At its meeting on October 14, 2005, the Board of
Directors of the Company accepted Mr. Yurkovic's resignation and voted to
appoint Mr. Joel L. Hoffner as President and Chief Executive Officer of the
Company effective as of January 1, 2006. Mr. Hoffner will hold such positions
with the Company until his successor is appointed at a duly held meeting of the
Company's Board of Directors.
On September 20, 2005, the Board of Directors of the Company, upon the
recommendation of the Board's Nominating Committee, unanimously voted to elect
Mr. Hoffner as a Director of the Company to fill the vacancy created by the
resignation of Mr. Steven Shulman on August 8, 2005. Mr. Hoffner, age 61,
previously served as Vice President of Product Management (June 1992 - June
1995), Vice President of Engineering (May 1987 - January 1988), and Director of
Engineering (July 1985 - May 1987) at SI Handling Systems, Inc., a Paragon
predecessor company. He has also served as CEO and founder of SI/BAKER, INC., a
joint venture between the Company and Automated Prescription Systems, Inc. that
provided order fulfillment systems to the mail order pharmacy market. Mr.
Hoffner has been a consultant to SI Handling Systems, Inc. and Paragon for
various marketing and business evaluation assignments during the last ten years.
Currently, Mr. Hoffner provides consulting services related to the Company's
corporate development pursuant to the terms of a consulting agreement by and
between the Company and The QTX Group dated September 1, 2005. In consideration
for their services, The QTX Group receives $7,500 per month and is entitled to
reimbursement for all reasonable and necessary out-of-pocket expenses directly
incurred by Mr. Hoffner during the course of the engagement with the Company.
The parties intend to terminate the consulting agreement with The QTX Group on
or prior to the time Mr. Hoffner's appointment as President and Chief Executive
Officer of the Company becomes effective. In addition, the Company anticipates
entering into an employment arrangement with Mr. Hoffner prior to January 1,
2006.
In addition to the appointment of Mr. Hoffner as President and Chief Executive
Officer of the Company, at its meeting on October 14, 2005, the Company's Board
of Directors voted to promote Mr. William J. Casey to Executive Vice President
of the Company and President of Production & Assembly and Mr. John F. Lehr to
Vice President of the Company and Managing Director of Order Fulfillment
effective immediately. Mr. Casey and Mr. Lehr will hold their respective
positions with the Company until their successors are appointed at a duly held
meeting of the Company's Board of Directors.
Mr. Casey, age 61, whose career with the Company spans 38 years, rejoined the
Company in December 2003 after a two year absence. He currently serves as Vice
President of SI Systems Production & Assembly. From July 2001 to December 2003
he held a similar executive position with The Casey Group, an information
technology firm specializing in providing Enterprise Services in IT management,
integration, and outsourcing. Previously (1965-2001), Mr. Casey held a variety
of senior management positions at Paragon including Executive Vice President,
Vice President Sales and Marketing, and Director of Sales. Mr. Casey is a well
known leader in the material handling industry. A member of the Conveyor
Equipment Manufacturers Association (CEMA) for over 24 years, acting as Board
President in 2002-2003, he has served on its Board of Directors since 1997 and
chaired numerous committees.
Mr. Lehr, age 45, joined the Company as the Director of Sales and Marketing of
SI Systems Order Fulfillment in April of 2005. Mr. Lehr has over 22 years of
experience in the material handling systems integration industry with specific
expertise in the design, sale and implementation of highly automated
distribution centers. He has managed facilities projects in North America, South
America and Europe across a wide range of wholesale and retail distribution
markets. Over the past 5 years, Mr. Lehr has focused on the development of
industry specific analytical processes and tools that assist clients in the
resolution of complex distribution problems. These processes have contributed to
the success of over $100 million dollars of automated systems projects. From
2003 to 2005 Mr. Lehr was President of Genesys Systems. He served as Managing
Partner of Novare-Solutions from 2000 to 2003 and from 1999 to 2000 he held
various positions at W&H Systems, a systems integrator, ranging from Project
Manager to Vice President. Mr. Lehr received a Bachelor's Degree in Industrial
Design from the University of Bridgeport.
Item 7.01. Regulation FD Disclosure.
On October 14, 2005, the Company issued a press release announcing the
appointment of Mr. Hoffner as President and Chief Executive Officer of the
Company effective as of January 1, 2006, the promotion of Mr. Casey to Executive
Vice President of the Company and President of Production & Assembly and the
promotion of Mr. John F. Lehr to Vice President of the Company and Managing
Director of Order Fulfillment. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this Form 8-K:
(c) Exhibit No. Description
99.1 Press Release of Paragon Technologies, Inc. dated
October 14, 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.
PARAGON TECHNOLOGIES, INC.
Date: October 14, 2005 By: /s/ Leonard S. Yurkovic
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Leonard S. Yurkovic
President and CEO
Index of Exhibits
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(c) Exhibit No. Description
99.1* Press Release of Paragon Technologies, Inc. dated
October 14, 2005.
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* Filed herewith